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Monday 07 April 2025


Monday 07 April 2025

CBUAE Issues its 2024 Annual Report

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Legislation

Overview

The Legal Affairs Division plays a crucial role in supporting the organisation’s mission to enhance monetary and financial stability, consumer protection, and economic growth within the UAE. By providing comprehensive legal support, the Division ensures that all Central Bank of the UAE (CBUAE) operations and initiatives comply with applicable laws and regulations, thereby safeguarding the organisation’s interests.


The “We the UAE 2031” vision represents a national plan focusing on social, economic, investment, and development priorities aimed at enhancing the country's position as a global partner and a leading economic hub. It is built on four pillars: Forward Society, Forward Economy, Forward Diplomacy, and Forward Ecosystem.


The Division supports this vision by developing and maintaining clear, enforceable, and effective regulatory frameworks and financial policies for the CBUAE. It also contributes to the legislative initiatives at the federal level by reviewing and suggesting legislative amendments. Furthermore, it manages the negotiation of contracts with external stakeholders, safeguarding the interests of the CBUAE, whether domestically or internationally, in the context of the deployment of CBUAE funds. As such, the Division advances in its own capacity to sustainable economic development, investor confidence, and the UAE's role as a leading global financial hub.

Central Bank Law

The Central Bank of the UAE (CBUAE) reviews continuously its legal and regulatory framework to ensure its effectiveness and alignment with the UAE’s national strategic priorities, in line with the developments in the financial sector, and the new international standards.

Such review is conducted as a result of the financial sector developments, policy priorities, regulatory needs, and emerging risks to financial stability. As part of this process, CBUAE coordinates with relevant internal and external stakeholders, including government entities, regulated institutions, and other relevant parties for feedback to ensure that the framework remains robust and responsive towards needs of the UAE financial sector.

The revision of Federal Decree Law No. (6) of 2025 concerning the Central Bank and Organization of Financial Institutions and Activities, and Insurance Business reflects efforts to strengthen and modernize the CBUAE’s legal framework.

FAQs regarding the Federal Decree-Law No. (6) of 2025

Notes:

 

  • Federal Decree-Law No. (6) of 2025, Regarding the Central Bank, Regulation of Financial Institutions and Activities, and Insurance Business shall be referred to in this document as the “Decree-Law.”

 

  • The answers below should be read in conjunction with the texts of the related legal articles and are considered general explanations, not a comprehensive interpretation nor a substitute for the legal text.

 

  • In the event of any conflict between the answers and the provisions of the Decree-Law, the provisions of the Decree-Law shall prevail exclusively.

According to the definition of "Licensed Financial Institutions" in Article (1) of the Decree-Law, the concept is not limited to banks and financial institutions, but also includes insurance and reinsurance companies and any other financial institution licensed by the Central Bank to conduct one or more of the licensed financial activities, including institutions operating in accordance with principles of Islamic Shari`ah, and branches/subsidiaries of foreign institutions.

According to Clause (7) of Article (57) of the Decree-Law, the Central Bank shall compensate banks and exchange houses  against the value of torn, mutilated or imperfect Currency notes and coins, which satisfy the requirements prescribed by the Central Bank, and not the individual holders of such currency.

 

In all cases, currency that does not meet the requirements stipulated in the instructions issued by the Central Bank in this regard shall be withdrawn from circulation without any compensation.

Clause (1) of Article (61) of the Decree-Law specifies the financial activities that are subject to the Central Bank's license exclusively, and among the most prominent of these are:

 

  • Taking deposits of all types, including Shari`ah-compliant deposits.
  • Providing credit facilities of all types.
  • Providing funding facilities of all types, including Shari`ah-complaint funding facilities.
  • Providing open finance services.
  • Providing currency exchange and money transfer services, including instant money transfer services.
  • Providing payment services using Virtual Assets.
  • Providing stored values services, retail payments and digital money services.
  • Arranging, promoting, marketing for Licensed Financial Activities.
  • Acting as a principal in financial products that affect the financial position of the Licensed Financial Institution, including but not limited to foreign exchange, financial derivatives, bonds and sukuk, equities, commodities, and any other financial products approved by the Central Bank.
  • Providing insurance, reinsurance, and Insurance-Related Professions business and services, including Takaful and Re-Takaful insurance business and services.

 

According to clause (2) of the aforementioned article, the Board of Directors, after consulting with the Financial Stability Board in the State, has the authority to add, delete, or amend activities or practices to the list of licensed financial activities.

A Financial Free Zone is defined as an area governed by Federal Law No. (8) of 2004 regarding Financial Free Zones, its implementing regulations, and any amendments or replacements thereof.

 

According to Article (2) of the Decree-Law, which defines its scope of application, the provisions of the Decree-Law do not apply to financial free zones within the State or to financial institutions under the supervision of the authorities of these zones.

 

It is worth noting that the Decree-Law contains specific provisions regulating the relationship between the Central Bank and the authorities of financial free zones in certain cases. These provisions include, but are not limited to:

 

  • Clause (2) of Article (28): The Central Bank, in coordination and cooperation with the relevant regulatory authorities and within the limits of applicable laws, may exercise its powers over branches or institutions affiliated with licensed financial institutions operating outside the State or in financial free zones.

Yes, according to clause (3) of Article (61), the approval of the Central Bank must be obtained prior to obtaining a license from any relevant regulatory authority, whether inside or outside the State or in a financial free zone.

Article (62) of the Decree-Law does not create new categories of licensed financial activities. Rather, it stipulates that when any of the licensed financial activities listed in Article (61) of the Decree-Law are conducted "by any technological means, technique, form, or model," whether directly or indirectly, those activities remain subject to the licensing, regulatory, and supervisory authority of the Central Bank.

 

For further clarification, the following points should be considered:

 

1. Activity-based regulation, not technology-based regulation:

 

  • Article (62) of the Decree-Law is not restricted by the type, form, or model of technology used. It affirms that the Central Bank's jurisdiction extends to the performance of the licensed financial activities listed in Article (61) of the Decree-Law, whether implemented through traditional, centralized infrastructures or through decentralized or distributed technologies, including (for example) blockchain-based systems, tokenized platforms, or other forms of Web3 infrastructure.

 

  • The criterion for subjecting an activity to the Central Bank's licensing, regulatory, and supervisory authority is the nature of the underlying financial activity. This means that any licensed financial activity, whether directly or indirectly, within the State (excluding financial free zones), as stipulated in Article (61) of the Decree-Law, is subject to this licensing, provision, facilitation, or issuance, regardless of the means, form, or technology used. This includes activities such as virtual asset payment tokens, decentralized finance (DeFi), other emerging technologies, digital or physical instruments, and the introduction or operation of decentralized platforms, protocols, or technological infrastructure that facilitate, enable, or allow the provision of financial services (such as accepting deposits, providing payment services, issuing stored value, providing lending, or other regulated financial services).

 

2. Non-subjection of Purely Technical Service Providers to the jurisdiction of the licensing authority:

 

  • Article (62) of the Decree-Law does not aim to regulate, license, or prohibit technology service providers in this capacity. Providers of software, infrastructure, purely technical solutions, or other emerging technologies fall outside the licensing, regulatory, and supervisory authority of the Central Bank, unless they themselves engage in—or present themselves as engaging in—or offer, issue, or facilitate a financial activity as defined in Article (61) of the Decree-Law (for example, operating a payment service, wallet service, a stored-value facility, or any other regulated financial service on a professional basis), whether directly or indirectly.

  • For the avoidance of doubt, the activities of a technology service provider in providing software, infrastructure, technological solutions, or other emerging technologies, insofar as such provision is exclusively for the benefit of a licensed financial institution, shall not, whether directly or indirectly, be deemed to constitute ‘practice,’ ‘offering,’ ‘issuance,’ or ‘facilitation’ as referred to in the preceding paragraph

Article (70) of the Decree-Law defines this authority, granting the Board of Directors of the Central Bank the power to establish the minimum capital requirements for licensed financial institutions. These requirements include:

 

  • Conditions and circumstances for increasing or decreasing capital.
  • Determining capital requirements based on risk.
  • Procedures to be followed in the event of a capital shortage.
  • Measures taken by the Central Bank to monitor compliance with these requirements.

According to Article (82) of the Decree-Law, the general rule is that insurance is not permitted with companies outside the State or in a financial free zone. However, exceptions are made in the following cases:

 

  • The required insurance coverage is not available within the State.
  • Insurance companies within the State abstain from or are unable to provide coverage.
  • For any other reasons determined by the Central Bank.

 

The Board of Directors shall issue regulations specifying the controls and conditions for this type of insurance.

According to Article (95) of the Decree-Law, branches of foreign Insurance Companies shall be obligated to submit an unconditional and irrevocable bank guarantee in favor of the Central Bank, in an amount determined by the Board of Directors, from time to time, in the event of engaging in (re)insurance business and services.

According to the provisions of Article (95) of the Decree-Law, 2)                  The Central Bank may take into consideration the bank guarantee referred to in item (1) of this article among the acceptable assets for the purpose of calculating solvency requirements.

Article (105) of the Decree-Law defines a Takaful insurance fund as a fund established by Takaful insurance companies or (Re)insurance companies that conduct Takaful insurance business.

 

The same article also specifies its distinguishing characteristics, which are:

 

  • Such fund shall have an independent legal personality and financial liability distinct from the incorporating company.
  • Such fund shall be registered with the Central Bank and falls under its supervision
  • Such fund shall maintain an independent financial position, which is disclosed in the company's financial statements.

Article (105) of the Decree-Law specifies this as follows:

 

  • Contributions (Premiums) which are based on the concept of ‘Tabaru’, as per the Higher Shari`ah Authority’s standards, shall be deposited in the Takaful Insurance Fund which is liable for any compensation or benefits under the provisions of Takaful Insurance Policies.
  • The Insurance Company, Reinsurance Company, or Takaful Insurance Company shall set articles of association for the Takaful Insurance Fund as per Central Bank and the Higher Shari`ah Authority standards.
  • The Board of Directors shall issue the controls and procedures related to the establishment and the operations of the Takaful Insurance Fund

Early Intervention is a series of special preventive measures undertaken by the Central Bank when certain conditions arise for a Licensed Financial Institution. Its purpose is to ensure the continuity of the institution's vital functions, maintain financial stability, and minimize costs for customers, policyholders, or beneficiaries, as applicable. Article (142) of the Decree-Law sets forth the provisions relating to early intervention.

According to the provisions of Article (142) of the Decree-Law, the Central Bank may intervene if a Licensed Financial Institution breaches or is likely to breach its capital or liquidity requirement due to:

 

  • A rapid deterioration in its financial position,
  • The concerned institution itself or one of its subsidiaries is experiencing a deficiency in its financial position.

In accordance with the provisions of Article (142) of the Decree-Law, several measures may be taken, including but not limited to:

 

  • Requiring the concerned institution to implement a recovery plan or provide additional financial resources.
  • Imposing additional liquidity requirements or changes to the business strategy or legal and operational structure.
  • Merging the concerned institution with another financial institution or allowing its acquisition.
  • Removing or replacing members of the board of directors, or directly managing the concerned institution for a specified period.
  • Issuing a decision to liquidate or restructure the concerned institution.

Article (142) specifies the mechanism for notifying the Licensed Financial Institution of the Early Intervention decision, and also clarifies the mechanism for appealing the decision, as follows:

 

  • The concerned Licensed Financial Institution shall be notified, officially, of the Central Bank’s decision within a period not exceeding twenty (20) working days from date of its issue. The notice shall include the content of the decision, Reasons for the decision, Effective date of the decision, and right to submit a grievance.
  • The concerned Licensed Financial Institution shall have the right to submit a grievance against the decision to (GAC), within a period not exceeding twenty (20) working days from the date of notification.

In accordance with Article (142) of the Decree-Law, the Central Bank, at its sole discretion, may take one or more measures to rectify the company's situation, including:

 

  • Suspending or preventing the company from concluding new insurance contracts.
  • Set upper limits for the Premiums received by the company.
  • Requiring the company to retain assets in the State equivalent to its net obligations or a certain percentage thereof.
  • Restricting or liquidating its investments related to its solvency margin.

 

Furthermore, the Central Bank may impose other regulatory measures on an insurance or reinsurance company within the framework of Article (142), including:

 

  • Requiring the company to refrain from making distributions on own fund instruments or repayment or repurchase of own fund items.
  • Suspending or revoking the company's license.
  • Restructuring or liquidating the company.

The cases in which the powers of resolution are exercised by the Central Bank are specified in Article (143) of the Decree-Law. This is done in cases that require the restructuring or liquidation of any licensed financial institution that has been placed under resolution by the Central Bank, for the purpose of ensuring the continuity of the key functions of the institution concerned, and maintaining financial stability and the minimum costs for customers, insured persons or beneficiaries, as the case may be.

Clause (1) of Article (143) of the Decree-Law defined the Resolution powers, the most prominent of which are:

 

  • Remove and appoint the senior management and directors and other Authorized Individuals, and recover monies from responsible persons.
  • Appoint one or more individuals to act as resolution administrator to manage or take control the concerned institution, or parts of its business.
  • Terminate or close out contracts to which the concerned institution is a party, or fulfilling or assigning obligations arising therefrom, or purchase or sell assets.
  • Ensure the continuity of operational services and critical functions:
  • Transfer or sell of all or part of the rights and obligations, assets, liabilities and shares of the concerned institution to a solvent third party.
  • Establish a temporary bridge institution to take over and continue operating certain critical functions.

According to the provision of Clause (2) of Article (143) of the Decree-Law:

 

  • The Central Bank may exercise its powers irrespective of any restrictions or requirement to obtain approval from shareholders, creditors, or any other party.
  • The Central Bank is not required to notify any person, publish any notice, or register any document with any authority.
  • The Central Bank’s exercise of its powers shall have precedence over any procedural requirements under the legislation applicable in the State.

Clause (10) of Article (143) of the Decree-Law defines the resolution powers that the Central Bank has with respect to (Re) insurance companies, which are:

 

  • Permit the exercise of options under existing contracts of insurance, and the payment of further Premiums provided for under the existing contracts.
  • Restructure, limit, write down or convert any instrument or liability, and allocate losses to creditors, Insured and Beneficiaries in a way consistent with the statutory creditor hierarchy.
  • Transfer or sell of all or part of the rights and obligations, assets, liabilities and shares of the concerned company, to a solvent third party.
  • Establish a separate asset management vehicle where non-performing portfolios or assets will be transferred for management, disposal, and liquidation.
  • Discontinue the writing of new insurance policies by the company in resolution while continuing to administer existing contractual policy obligations.
  • Suspend any payment or delivery obligations pursuant to any contract– except in respect of payment and delivery obligations to central counterparties, payment, clearing and settlements systems and central banks.

 

It should be noted that this does not preclude the Central Bank from taking any other measures in accordance with the other powers stipulated in Article (143) of the Decree-Law.

As per Clause (7) of Article (143) of the Decree-Law exempts the Licensed Financial Institution or any entity within its group, or any of its directors and employees, as well as any person appointed by the Central Bank, from liability towards third parties when performing or refraining from performing an act in good faith to comply with the requirements of the Central Bank in respect of exercising its Resolution powers.

Article (145) stipulates that such announcement must be published in the Official Gazette and in two local daily newspapers, one in Arabic and the other in English, for a period of no less than (3) three working days from the date of the decision, noting that the aforementioned article specified the content of the announcement, the right granted to customers of the institution to take to the necessary actions, along with the details of the details of the entity assigned for the resolution and its mandate or the liquidator and his functions .

According to Article (148) of the Federal Decree-Law, any customer of banks and insurance companies can file a complaint against banks and insurance companies through the UAE Banking and Insurance Disputes Settlement Unit, "Sanadak," established.

 

Complaints can be submitted via Sanadak's website (https://sanadak.gov.ae) or its official mobile application.

 

It is worth noting that Clause (9) of Article (148) grants the Central Bank the authority to expand the Unit's jurisdiction to include complaints and claims arising against Licensed Financial Institutions other than banks, insurance companies, and reinsurance companies.

According to Article (148), the committee’s resolutions:

 

  • Shall be final and enforceable against the concerned Banks and Insurance Companies, where such institutions shall not challenge the decisions referred to in this article on disputes whose value does not exceed one hundred thousand (100,000) Dirhams.
  • Shall not be final and enforceable immediately upon their issuance, if the dispute value exceeds one hundred thousand (100,000) Dirhams. The concerned institution and concerned party may challenge such resolutions before the competent ‘Court of Appeal’ in accordance with the rules of jurisdiction contained in the civil procedures law within thirty (30) days, from the date of its issuance or knowledge thereof, otherwise, the challenge shall be inadmissible.

According to Clause (5) of Article (167) of the Decree-Law, with the exception of the regulations, directives, instructions, policies and regulatory and supervisory decisions of a general nature, the committee shall have the sole and exclusive jurisdiction to adjudicate grievances and appeals against any of the decisions, procedures and measures issued by the Central Bank.

Decisions of the Grievance and Appeals Committee (GAC) shall be final and may not be appealed except before the Federal Supreme Court within (20) twenty working days from the date of notification of the decision.

According to Article (167) of the Decree-Law, appealing or challenging a decision, procedure, or measure issued by the Central Bank does not automatically suspend its implementation. However, the Appeals and Grievances Committee (GAC) may suspend implementation if it deems it necessary, pending a ruling on the dispute.

 

As for decisions issued by the Appeals and Grievances Committee (GAC), the Federal Supreme Court may, upon the appellant's request, suspend the implementation of the decision until a ruling is issued on the merits if it finds that the appeal is based on serious grounds and that continuing to implement the decision would result in irreparable harm.

According to the provisions of Article (168), administrative and financial sanctions shall be applied to a Licensed Financial Institution, an authorized individual, or any person engaging in any of the licensed financial activities without a license, in the event of a violation of:

 

  • Any provision of the Decree-Law, or the regulations, decisions, rules, standards, guidelines, or instructions issued by the Central Bank in implementation thereof, including decisions and standards issued by the Higher Shari`ah Authority.
  • Any measures taken by the Central Bank, including sanctions or procedures for countering money laundering and combating terrorist financing.

Article (168) of the Decree-Law lists the administrative and financial sanctions and other measures that are taken against the violator, starting with a caution, up to obligating the violator to carry out specific procedures or prohibiting the carrying out of certain acts, in addition to imposing a financial penalty ranging from (100,000) one hundred thousand Dirhams to (1,000,000,000) one billion Dirhams, with the possibility of imposing a financial penalty on the violator party that does not exceed ten times the amount of the funds subject to the violation or the illicit enrichment, which is determined by the Central Bank.

According to Article (168) of the Decree-Law, the violating party shall be notified, officially, of the reasoned decision within fifteen (15) working days from date of its issue. Such notice shall include the following: 

  • Content of the decision.
  • Reasons for the decision.
  • Effective date of the decision.
  • A statement advising the violator of its right to submit a grievance against the decision before the Grievances and Appeals Committee.

According to the provisions of Article (168) of the Decree-Law, the Central Bank shall collect any fine imposed in accordance with provisions of the Decree-Law. Such imposed fines shall be automatically debited from accounts and guarantees of the violating Person, held with the Central Bank or with any Licensed Financial Institution.

Yes, according to the provisions of Article (168) of the Decree-Law, the Central Bank may, at its discretion, reach a reconciliation with the violating Person, in relation to any enforced fines, pursuant to the implementation of the provisions of this decree-law, pursuant to the measures and controls regulating settlement procedures issued by the Central Bank.

Yes, according to the provisions of Article (168) of the Decree-Law, the Central Bank may publish decisions related to any violating Person or decisions taken in respect of licensing, authorization, mergers, acquisitions, restructuring, liquidation or dissolution of any Licensed Financial Institutions, Licensed Financial Activities, or designation of Authorized Individuals.

 

Such decisions shall be published on the official website of the Central Bank, including the name of such violating Person, in accordance with the controls determined by the Board of Directors.

The criminal penalties were specified in the Decree-Law in Articles (169) to (180) of the Decree-Law, which include imprisonment and a financial fine ranging from (50,000) fifty thousand Dirhams to (500,000,000) five hundred million Dirhams, depending on the type of act constituting the crime.

According to the provisions of Article (181) of the Decree-Law, the official in charge of management shall be punished by the same penalties prescribed for actions committed in violation of the provisions of this decree-law, whenever his knowledge of the violation was established, or if the violation was a result of his negligence or failure to perform his duties.

No, they have not been cancelled and all decisions, standards, guidelines and circulars will continue to be implemented until something is issued to replace them, in accordance with the provisions of Article (183) of the aforementioned Decree-Law.

According to the provisions of Article (184) of the Decree-Law, the reconciliation period shall be (1) one year, from the date of entry into force of this decree-law. The BOD may extend this period of time, as it deems appropriate,  

 

Since the effective date (the day following date of publication in the Official Gazette) is 16/09/2025, the reconciliation period ends one year after this date.

Last updated on: Thursday 30 April 2026

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