2.1 Licence application

An applicant must apply for a Licence from the AFSA by completing and submitting to the AFSA the forms prescribed in Schedule 1.

2.2 Consideration and assessment of applications

(1) An applicant will only be authorised to carry on the Regulated Activity of Operating a Representative Office and to hold a Licence if:

(a) the AFSA is satisfied that the applicant is fit and proper to hold a Licence; and

(b) the applicant is regulated by a Financial Services Regulator in a jurisdiction other than the AIFC.

(2) In making an assessment under REP 2.2(1)(a), the AFSA may consider:

(a) whether the applicant is subject to supervision by a Financial Services Regulator;

(b) the applicant's conduct with the Financial Services Regulator mentioned in REP

2.2(2)(a), including whether the applicant’s Financial Services Regulator in its home state has been made aware of the proposed application and has expressed itself as having no objection to the licensing of the applicant by the AFSA;

(c) whether the applicant is fit and proper to the AFSA's satisfaction;

(d) whether the applicant's proposed or actual Principal Representative is fit and proper to the AFSA's satisfaction;

(e) any matter which may harm or may have harmed the integrity or the reputation of the AFSA or AIFC;

(f) the activities of the applicant and the associated risks, and accumulation of risks, that those activities pose to the AFSA’s objectives described under the Framework Regulations;

(g) the cumulative effect of any factors which give the AFSA reasonable cause to doubt whether the applicant is fit and proper notwithstanding the fact that when such factors are considered individually they do not give rise to a reasonable cause to doubt whether the applicant is fit and proper; and

(h) any other matters the AFSA may deem relevant.

2.3 Scope of a Representative Office's Licence

(1) A Representative Office shall not undertake a Regulated Activity outside the scope of its Licence.

(2) The Scope of a Representative Office's Licence may include:

(a) marketing activities;

(b) activities that increase the profile, in the AIFC, of the Representative Office's head office;

(c) activities that relate to correspondence with or the provision of information from the Representative Office's head office;

(d) activities that relate to the provision of information to the Representative Office's head office relating to business trends, business opportunities and developments in the AIFC markets; and

(e) any other activities that the AFSA determine may be suitable for a Representative Office to conduct.

(3) Marketing activities as described in REP 2.3(2)(a) can include one or more of the following:

(a) providing information to third parties about Financial Products or financial services offered by the Representative Office's head office or a member of its Group that is based outside the AIFC;

(b) engaging in Financial Promotions relating to the Financial Products or financial services referred to above in REP 2.3(3)(a); and

(c) making introductions or referrals between third parties and the Representative Office's head office or a member of its Group for the financial services or Financial Products offered by them outside the AIFC.

(4) A Representative Office is prohibited from marketing any products or services offered by:

(a) any unrelated third party, notwithstanding the fact that such a third party may have an arrangement with the Representative Office's head office or a member of its Group; or

(b) a related party of the Representative Office if that related party is based in the AIFC.

(5) An Islamic Financial Institution may operate a Representative Office but it is deemed not to be conducting Islamic Financial Business through its Representative Office.

(6) A Representative Office will not be taken to be holding itself out as conducting Islamic Financial Business in circumstances where it:

(a) does not represent that it provides any services that are in accordance with Shari’ah; and

(b) acts within the scope of its Licence and does not carry on a Regulated Activity other than Operating a Representative Office.

2.4 Licence Amendments

(1) A Representative Office seeking to:

• (a) change the scope of its Licence; or
• (b) have a condition or restriction varied or withdrawn, must submit a request in writing to the AFSA with details of the proposed amendments.

2.5 Withdrawal of a Licence

(1) A Representative Office seeking to have its Licence withdrawn must submit a request in writing to the AFSA stating:

(a) the reasons for the request;

(b) that it has ceased or will cease to carry on the Regulated Activity of Operating a Representative Office in or from the AIFC;

(c) the date on which it ceased or will cease to carry on the Regulated Activity of Operating a Representative Office in or from the AIFC;

(d) that it has satisfied, or will satisfy, all obligations owed in respect of its business under the Licence; and

(e) that there are no other matters relating to its business under the Licence of which the AFSA would reasonably expect to be notified, or might reasonably expect to be resolved, before agreeing to the request.

(2) The AFSA may withdraw a Representative Office's Licence pursuant to REP 5.1.