TABLE OF CONTENTS

1. INTRODUCTION
1.1 Application and Interpretation
1.2 References to writing

 

2. Registrar rules
2.1 Application
2.2 Effectiveness of Filing
2.3 Approved Forms
2.4 Refusal to permit Filings
2.5 Delivery and file date and time stamp
2.6 Errors of the Filing Office Registrar
2.7 Refusal errors
2.8 Nature of Registrar’s duties and responsibilities
2.9 Search requests
2.10 Electronic Filing
2.11 Notices and notifications

 

APPENDIX 1 Forms

 

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The Board of directors of the DIFC, in the exercise of the powers conferred on them by Article 44 of the Law of Security, hereby make these Regulations.

 

INTRODUCTION

 

1.1 Application and Interpretation
1.1.1 These Regulations (SR) apply to any person to whom the Law applies.
1.1.2 Defined terms are identified throughout these Regulations by the capitalisation of the initial letter of a word or phrase. Where capitalisation of the initial letter is not used, an expression has its natural meaning, subject to Regulation 1.1.4.
1.1.3 The following defined terms have the meaning given below:

 

Defined Term

Definition

Approved Form

has the meaning set out in Regulation 3.3.2

Filing

a filing made or to be made with the Registrar

Law

Law of Security DIFC Law No. 8 of 2005

 

1.1.4 All other defined terms have the same meaning they have under the Security Law except where the context otherwise requires.
1.1.5 The Rules of interpretation in the Law apply to these Regulations.
1.2 References to writing
1.2.1 If a provision in these Regulations refers to a communication, notice, agreement of other document ‘in writing’ then, unless the contrary intention appears, it means in legible form and capable of being reproduced on paper, irrespective of the medium used. Expressions related to writing must be interpreted accordingly.
1.2.2 Regulation 1.2.1 does not affect any other legal requirements which may apply in relation to the form or manner of executing a document or agreement.

 

2. REGISTRAR RULES

 

2.1 Application
2.1.1 This Part 2 applies in respect of any matter in relation to which the Law or these Regulations prescribe a requirement to file a communication, including:
(a) a registration statement;
(b) an amendment to a registration statement;
(c) a continuation statement; and
(d) a termination statement.
2.2 Effectiveness of Filing
2.2.1 A Filing is to be effected by submitting the relevant Approved Form prescribed pursuant to Regulation 2.3 with the Registrar.
2.2.2 Filings may be made in paper format. The Registrar may in his discretion allow Filings to be made by means of electronic communications, subject to Regulation 2.10.
2.2.3 A filer is responsible for ensuring a form or other communication is fully and accurately completed and submitted in accordance with the Law and these Regulations.
2.3 Approved Forms
2.3.1 Pursuant to Article 44 of the Law of Security, the DIFCA hereby promulgates the following forms:
(a) Financing Statement (Form 1);
(b) Financing Statement Addendum (Form 2);
(c) Financing Statement Additional Party (Form 3);
(d) Financing Statement Amendment (Form 4);
(e) Financing Statement Amendment Addendum (Form 5);
(f) Financing Statement Amendment Additional Party (Form 6);
(g) Correction Statement (Form 7); and
(h) Information Request (Form 8)
each as set out in Appendix 1, as amended from time to time.
2.3.2 Each form promulgated under Regulation 2.3.1 and each form deemed by the Registrar, in his sole discretion, to be substantially similar to a form promulgated under Regulation 2.3.1, shall be an Approved Form.
2.3.3 In the event of any conflict between any instruction on any Approved Form and any provision in these Regulations or any provision in the Law, the provision in the Law or these Regulations shall prevail.
2.3.4 A filer must ensure that any Approved Form it submits to the Registrar is duly completed in full and in accordance with any instructions or notes to such Approved Form, and accompanied by such other supporting documents and fee payment as may be prescribed.
2.4 Refusal to permit Filings
2.4.1 The Registrar may refuse to permit a Filing where, in his opinion, the communication submitted:
(a) is not on an Approved Form;
(b) has not been correctly completed;
(c) is ambiguous, illegible or incomplete;
(d) is not suitable for the purposes of registration or Filing; or
(e) is not accompanied by the fee prescribed by the Registrar for processing such communication.
2.4.2 The Registrar may treat any name, address, file number, or other matter as not having been provided in a communication if such name, address, file number, or other matter is not set out in the appropriate space provided on an Approved Form.
2.4.3 Nothing in this Regulation 2.4 shall be construed as prohibiting a filer from including an exhibit, schedule or other attachment that is not on an Approved Form as part of a communication, provided that the appropriate Approved Form is used as the first page of such written communication.
2.4.4 Where practicable the Registrar must notify a filer of his refusal in writing within five business days of the day on which the Filing would otherwise have occurred under Regulation 2.5.4.
2.4.5 A notification under Regulation 2.4.4 must include grounds for the refusal.
2.5 Delivery and file date and time stamp
2.5.1 The Registrar will accept written communications for Filing, subject to the provisions in this Regulation 2.5.
2.5.2 The Registrar will accept written communications only during the regular business hours of the Security Registry.
2.5.3 The Registrar will accept written communications only if communicated by one of the methods specified in Regulation 2.5.4.
2.5.4 The file time for a communication:
(a) delivered by personal delivery is when delivery of the communication is time stamped by the Registrar;
(b) delivered by courier delivery is when delivery of the communication is time stamped by the Registrar;
(c) delivered by postal service delivery is when delivery of the communication is presented to the Registrar; and
(d) delivered by an electronic means acceptable to the Registrar is the time the communication is first examined by the Registrar for processing. The Registrar shall time stamp a communication delivered by this method with the time of such first examination.
2.5.5 Except as otherwise provided in these Regulations, the time and date of a financing statement, amendment, continuation statement or termination statement is the file time of the relevant communication submitting the relevant Approved Form.
2.6 Errors of the Filing Office Registrar
2.6.1 The Registrar may correct the errors of Security Registry personnel at any time.
2.6.2 If a correction is made after the Registrar has issued a certification date, the Registrar shall file a statement which identifies:
(a) the record to which it relates;
(b) the date of the corrective action taken; and
(c) the nature of, and grounds for, the corrective action taken.
2.6.3 Corrective action under Regulation 2.6.2 may include:
(a) rejection of a Filing with effect from the time of the Filing;
(b) acceptance and time and date stamping of a Filing as at the time of the corrective action; and
(c) notification to a secured party or debtor (or agent of either such person) of his actions
but may not include amending the effective time of a Filing.
2.6.4 The Registrar shall notify each of the following of corrective action under this Regulation 2.6:
(a) the filer of the relevant communication;
(b) the filer of any communication relating to the same debtor; and
(c) any other person referred to in a communication under paragraph (a) or (b) above;
in writing within five business days of the day of the corrective action.
2.6.5 A notification under Regulation 2.6.4 must include a copy of the statement filed pursuant to Regulation 2.6.2.
2.6.6 A statement filed pursuant to Regulation 2.6.2 shall be preserved as long as the record of the Filing to which it relates.
2.7 Refusal errors
2.7.1 If a secured party or a filer demonstrates to the satisfaction of the Registrar that a communication that was refused for Filing should have been filed, the Registrar will:
(a) file the communication; and
(b) file a statement which shall state the effective date and time of Filing of the communication.
2.7.2 The Filing date of a communication to which Regulation 2.7.1 applies which shall be the date and time the communication is accepted by the Registrar. Retroactive or back-dated Filings shall not be granted by the Registrar.
2.7.3 Requests for review under Regulation 2.7.1 must be presented to the Registrar, in writing, within 45 days of the date on the Registrar’s rejection notice. The communications submitted with the request for review must include:
(a) the original rejected communication;
(b) the Registrar’s rejection notice; and
(c) a written statement by the person requesting the review explaining why that person believes that the communication was wrongfully rejected.
2.7.4 The Registrar shall notify of corrective action under this Regulation 2.7:
(a) the filer of the relevant communication; and
(b) any other person referred to in the communication,
in writing within five business days of the day of the corrective action.
2.7.5 A notification under Regulation 2.7.4 must include grounds for the original refusal by the Registrar.
2.8 Nature of Registrar’s duties and responsibilities
2.8.1 In accepting a communication for Filing (or in refusing to file a communication) the Registrar makes no determination, and creates no presumption, with respect to any of the following:
(a) whether such communication is (or is not) legally sufficient;
(b) whether the information in such communication is (or is not) correct;
(c) whether the name of any person is (or is not) sufficiently provided in such communication;
(d) whether the collateral is (or is not) properly or sufficiently described in such communication;
(e) whether any person, collateral, obligation, security interest or other transaction or interest of any kind does (or does not) exist;
(f) whether any person does (or does not) have title to, possession of, or any other rights in, any collateral or other property of any kind;
(g) whether the Registrar is (or is not) a proper office for the Filing of such communication; or
(h) whether some other or additional Filing or act is (or is not) necessary to perfect, continue, terminate, assign, amend, give notice of, or otherwise affect any security interest, lease, consignment, bailment, sale, or other lien or interest of any kind.
2.8.2The name of a debtor or secured party or other party will be recorded as such name appears on the record to be filed. The Registrar assumes no responsibility for the correct spelling of a name, and will enter the data in accordance with the filer’s spelling.
2.8.3Nothing in this Regulation 2.8 prevents the Registrar from communicating to a filer that the Registrar noticed an apparent or potential defect or error in a communication submitted for Filing. However, the Registrar is not required to search for any such defect or error, and the Registrar is not required notify any filer or other person of any such defect or error, or otherwise to call any such defect or error to the attention of any filer or other person.
2.8.4 The responsibility for the legal effectiveness of a Filing rests with the filer. The Registrar bears no responsibility for such effectiveness.
2.8.5 The Registrar shall not be liable for any loss suffered by any person as a result of any act or omission by him or his officers, employees or agents in the performance or non-performance of his functions under the Law or these Regulations, provided that this Regulation shall not apply if the act or omission is shown to have been in bad faith.
2.9 Search requests
2.9.1 The Registrar will accept a search request only if such request is in an accepted form and is communicated to the Registrar by personal delivery, courier delivery, or postal service delivery.
2.9.2 A search request may include instructions on the mode of delivery desired, if other than by ordinary mail. Such delivery instruction will be honoured, provided that:
(a) the requested mode of delivery is then made available by the Registrar; and
(b) any additional cost associated with such delivery is paid for by the requestor in advance.
2.10 Electronic Filing
2.10.1 The Registrar may from time to time establish and make available for public use such electronic delivery method or methods as it may deem appropriate.
2.10.2 The Registrar may make and update Filing rules relating to the electronic Filing of communications made under the Law and these Regulations. Such rules may without limitation provide for:
(a) requirements to be satisfied by applicants to participate in the electronic Filing of communications;
(b) ongoing obligations associated with electronic Filing, including technical measures to ensure the security of electronic communications;
(c) powers to suspend or terminate electronic Filing rights;
(d) responsibilities and liabilities of person undertaking electronic Filing; and
(e) responsibilities and liabilities of the Registrar in relation to electronic Filing.
2.10.3 Where a Filing is to be made by the use of an electronic communication, the form and method of transmission is to comply with the requirements of the Registrar.
2.10.4 The requirements pursuant to these Regulations that are applicable to the completion of forms to be submitted to the Registrar for Filing apply, with any necessary modification, to an electronic communication.
2.11 Notices and notifications
2.11.1 The Registrar shall publish and make available details of his address and facsimile number for the provision of written communications under these Regulations.
2.11.2Where these Regulations prescribe a requirement or discretion on the Registrar to provide written notice or notification to a person, the Registrar may determine the means of transmission of such notice at its discretion.

 

 

APPENDIX 1

APPROVED FORMS

FINANCING STATEMENT (Form 1)
FOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGEMENT TO: (Name and Address)

THE ABOVE SPACE IS FOR SECURITY REGISTRY USE ONLY

1. DEBTOR’S EXACT FULL LEGAL NAME – insert only one debtor name (1a or 1b) – do not abbreviate or combine names

1a. ORGANISATION’S NAME

1b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

1c. MAILING ADDRESS

CITY

COUNTRY

ADDITIONAL INFO RE ORGANISATION DEBTOR

1e. TYPE OF ORGANISATION

1f. JURISDICTION OF ORGANISATION

1g. ORGANISATIONAL ID#, if any NONE

2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME – insert only one debtor name (2a or 2b) – do not abbreviate or combine names

2a. ORGANISATION NAME

2b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

2c. MAILING ADDRESS

CITY

COUNTRY

2d. SEE INSTRUCTIONS

ADD’L INFO RE ORGANISATION DEBTOR

2e. TYPE OF ORGANISATION

2f. JURISDICTION OR ORGANISATION

2g. ORGANISATIONAL ID#, IF ANY

NONE

3. SECURED PARTY’S NAME – insert only one secured party name (3a or 3b)

3a. ORGANISATION NAME

3b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

3c. MAILING ADDRESS

CITY

COUNTRY

4. This FINANCING STATEMENT covers the following collateral:

5. ADDITIONAL DOCUMENTS

5a. DESCRIPTION

5b. NUMBER OF PAGES