Dubai International Financial Centre (DIFC)
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Registrar of Security

In 2005, the DIFC enacted the Law of Security, DIFC Law No. 8 of 2005 (the “Law”), and subsequent Security Regulations and Financial Collateral Regulations in 2019 (the “Regulations”, and together, the “DIFC Security Law and Regulations”).

The DIFC Security Law and Regulations are administered by the Registrar of Security (“ROS” or “Registrar”). The DIFC Security Law and Regulations provide the Registrar with functions and powers to support any Secured Party that has entered into a security agreement with a debtor, and who wishes to perfect their security interest(s) accordingly, or undertake other permitted filings including the amendment of a security filing, terminating a security filing and searching the security register.

For the avoidance of doubt, the Registrar is not able to confirm or provide legal advice about the accuracy or validity of a security filing – this can only be determined by the Court. The ROS Office is a registration office only.

Forms and information are set out below. Due to Covid-19 restrictions in place in DIFC, the ROS office can no longer receive applications in person. All forms must be sent via email to ros@difc.ae.


Forms

FAQ's

What is the process for registering security with the Registrar?

In order to register a new security with the Registrar you must file a Financing Statement Form 1 by emailing the following documents to ROS@difc.ae:

  • Duly completed Financing Statement - Form 1 (use the notes that accompany the Form to assist you with completing the form)
  • Provide a copy of the Security Agreement (refer to Question 4 for the types of security agreements the Registrar will accept)
  • Confirmation / evidence of payment of the prescribed fee (refer to Question 2 above for the appropriate fee)

The ROS Office will not process any filings until the relevant fee has been paid and all documents for the filing are in order. The ROS Office will take 2-3 working days to process the request and will allocate a unique reference number to the Financing Statement. Once the filing is processed, the ROS Office will issue a letter signed by the Registrar, acknowledging the filing of the financing statement; a copy of the relevant form, stamped and dated (with the date backdated to when the completed filing and payment was received); and a receipt for the payment of the fees.

Please refer to Questions 8 (for Amending a Security filing), Question 9 (to partially delete or completely terminate a security filing), Question 11 (for continuing a security filing for more than 5 years) and Question 13 (for searching the Security Register).

What are the fees for registering security with the Registrar?

The fees for filing Financing Statements, forms and requests to the Registrar are set out in Appendix 2 of the Regulations and are extracted in both USD and AED equivalent. Please refer to Question 3 for payment methods. You can refer to this table in the Article 44 of the Law and Section 2.3.4. of the Regulations, available in the DIFC Legal Database at Law of Security DIFC Law No. 8 of 2005.

How can the fees be paid?

The fees can be transferred to the DIFC nominated bank account below.

HSBC Bank
Dubai International Financial Center Authority
HSBC Bank Middle East Limited
Account No.021-349-428-001
AED Account
Dubai Branch
SWIFT Code: BBME-AEAD
Iban-AE540200000021349428001

Once the fees have been transferred please forward a copy of the SWIFT code or confirmation of transfer to ROS@difc.ae. The ROS Office will only process a filing after the payment of the applicable fees and ensuring that all documents for the filing are in order.

What type of security agreement will the Registrar accept?

The Registrar accepts the following security agreements:

  • Share Pledge Agreement
  • Account Pledge Agreement
  • General Assignment Agreement
  • Collateral Agreement
  • Deed of Charge
  • Security Agreement

The most common form of security agreements that accompany filings made to the ROS are Share Pledge or Account Pledge Agreements. The Security Agreement must be signed, dated and clearly set out the parties to the agreement (the debtor and secured party), a description of the security / collateral and the value of the security / collateral.

Is it mandatory for security provided by a DIFC entity to be registered with the ROS?

Registering security with the ROS is entirely voluntary and there is no mandatory requirement to do so.

Does the Registrar register security over assets that are located outside the DIFC?

Yes, the Registrar will register security over assets that are not located in the DIFC. However registering security with the ROS is entirely voluntary and there is no mandatory requirement to do so.

Will the Registrar accept a security filing where the secured party or the debtor or both are non-DIFC entities?

Yes, the Registrar will accept a security filing where none of the parties are DIFC entities, as long as the requirements for the filing are met.

What is the procedure for filing an amendment to a Security Filing?

The following forms are required for filing an amendment to a security:

  • Financing Statement Amendment – Collateral Restatement (Form 3) - This form is required to be filed to amend a collateral provided there is no change in value
  • Financing Statement Amendment Party Details (Form 5) - This form is required to be filed to add or delete a single party and to change the details of a single party

To amend a security filing, the following should be emailed to ROS@difc.ae:

  • Duly completed Financing Statement Amendment - Form 3 or Form 5 (use the notes that accompany the Form to assist you with completing the form)
  • Provide the Reference Number of the previously filed Financing Statement Form 1 or a copy of this form
  • Provide a copy of the Security Agreement evidencing the amendment
  • Confirmation / evidence of payment of the prescribed fee (refer to Question 2 above for the appropriate fee)

The ROS Office will not process any filings until the relevant fee has been paid and all documents for the filing are in order. The ROS Office will take 2-3 working days to process the filing and issue an acknowledgement letter signed by the Registrar; a copy of the relevant form, stamped and dated (with the date backdated to when the completed filing and payment was received); and a receipt for the payment of the fees.

How do I delete or terminate a Security Filing?

You can either partially delete collateral or completely terminate a security filing. In order to partially delete or completely terminate a security filing, the following should be emailed to ROS@difc.ae:

  • Duly completed Financing Statement Form 4 (use the notes that accompany the Form to assist you with completing the form)
  • Provide a copy of previously filed Financing Statement Form 1
  • Provide a copy of the Security Release Agreement
  • Confirmation / evidence of payment of the prescribed fee (refer to Question 2 above for the appropriate fee)

The ROS Office will not process any filings until the relevant fee has been paid and all documents for the filing are in order. The ROS Office will take 2-3 working days to process the filing and issue an acknowledgement letter signed by the Registrar; a copy of the relevant form, stamped and dated (with the date backdated to when the completed filing and payment was received); and a receipt for the payment of the fees.

How long is a Security filed with the Registrar valid for?

A security filed with the Registrar (Financing Statement Form 1) is valid for a period of 5 years from the date of registration. If you would like to continue it for a further period please refer to Question 11.

How do I continue a Security filing?

A security filing lasts for 5 years. In order to continue the filing for a further 5 year period, or a successive 5 year period, the following documents should be emailed to ROS@difc.ae:

  • Duly completed Financing Statement Form 4 (use the notes that accompany the Form to assist you with completing the form)
  • Provide a copy of previously filed Financing Statement Form 1
  • Provide a copy of the Security Agreement evidencing the continuation of the security (optional)
  • Confirmation / evidence of payment of the prescribed fee (refer to Question 2 above for the appropriate fee)

The ROS Office will not process any filings until the relevant fee has been paid and all documents for the filing are in order. The ROS Office will take 2-3 working days to process the filing and issue an acknowledgement letter signed by the Registrar; a copy of the relevant form, stamped and dated (with the date backdated to when the completed filing and payment was received); and a receipt for the payment of the fees.

Is the ROS Security Register Public?

No, the security register is not public, however it can be searched. Please refer to question 13 for more information on how to search the Security Register.

How do I do a search of the Security Register?

In order to search the Security Register maintained by the Registrar, the following documents should be emailed to ROS@difc.ae:

  • Dully completed Information Request - Form 7 (use the notes that accompany the Form to assist you with completing the form)
  • Confirmation / evidence of payment of the prescribed fee (refer to Question 2 above for the appropriate fee)

The ROS Office will not process any filings until the relevant fee has been paid and all documents for the filing are in order. Once everything is in order, the ROS Office will take 2-3 working days to process the search request. A reference number is allocated to the Search Request by the ROS Office. A search of the Security Register is then conducted, usually based on the debtors name. If any filings have been made under the debtors name then all information under the description of the filing is extracted and incorporated into letter signed by the Registrar. The letter with the search results and a receipt for the payment of the fees is forwarded to the client.

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