The Central Bank is seeking to enhance the organization, development and regulation of the banking sector in the United Arab Emirates (UAE) in the context of the overall organization of the financial sector.

This Regulation introduces a licensing and supervision framework for ‘Specialized Banks with Low Risk’ (herein after referred to as Specialized Banks).

This Regulation is issued pursuant to the powers vested in the Central Bank under the Central Bank Law (Decretal Federal Law No. (14) of 2018 Regarding the Central Bank & Organization of Financial Institutions and Activities and its amendments).

The objective of this Regulation is to provide a regulatory framework in which Specialized Banks can operate and develop within the overall UAE financial sector in a robust and prudent manner. The framework in this Regulation is aimed at:

1. Protecting the depositors of Specialized Banks;
2. Protecting Specialized Bank consumers; and
3. Maintaining the overall stability of the financial sector.

This Regulation applies to all Specialized Banks. All branches of a Specialized Bank operating in the UAE shall be regarded together as one Specialized Bank and as one legal entity.

Where this Regulation includes a requirement to provide information or to take certain measures, or to address certain items listed at a minimum, the Central Bank may impose requirements that are additional to the listing provided in the relevant article.

The following terms and phrases shall have the meaning assigned to them below for the purposes of the Regulation:

1. 1.1 Bank: Any juridical person licensed in accordance with the provisions of the Central Bank Law, to primarily carry on the activity of taking deposits, and any other Licensed Financial Activities.
    
2. 1.2 Board: the Specialized Bank’s board of directors.
    
3. 1.3 Central Bank: The Central Bank of the United Arab Emirates.
    
4. 1.4 Central Bank Law: Decretal Federal Law No. (14) of 2018 regarding the Central Bank & Organization of Financial Institutions and Activities as amended or replaced from time to time.
    
5. 1.5 Person: natural or juridical person.
    
6. 1.6 Senior Management: The executive management of the Bank responsible and accountable to the Board for the sound and prudent day-to-day management of the Bank, generally including, but not limited to, the chief executive officer, chief financial officer, chief risk officer, and heads of the compliance and internal audit functions.
    
7. 1.7 Specialized Bank: any Person licensed in accordance with the provisions of this Regulation.
    
8. 1.8 UAE Residents: all Persons who are resident of the UAE according to the applicable UAE Laws.
    

1. 2.1 Any Person intending to operate a Specialized Bank must first obtain a license from the Central Bank.
    
2. 2.2 Licenses and license applications will be subject to the Central Bank Law’s related provisions and follow the process as determined by the Central Bank.
    
3. 2.3 The license shall contain the terms and conditions deemed appropriate by the Central Bank.
    
4. 2.4 The license shall be granted for an initial period of three years and shall be renewable for same periods unless otherwise required by the Central Bank. A Specialized Bank must apply to the Central Bank for License renewal no later than two months before the expiry date of the existing License.
    
5. 2.5 The licensee must commence licensed activities, specified in its license according to Article 3 of this Regulation, within a maximum of 6 months from the date of notification of approval of the license.
    
6. 2.6 A Specialized Bank wishing to cease or suspend any of its licensed activities must apply to the Central Bank at least six months in advance providing the reasons for such a cessation or suspension.
    
7. 2.7 Any changes to the Specialized Bank’s name, legal form, memorandum and articles of association, or to the activities conducted in addition to those specified in article 3, require prior approval by the Central Bank.
    
8. 2.8 The commercial name of a Specialized Bank may include the term “specialized bank”, but not the term “bank” alone.
    
9. 2.9 The applicants may apply for either a conventional Specialized Bank license or an Islamic Specialized Bank license. Islamic windows in conventional Specialized Banks are prohibited.
    

1. 3.1 Specialized Banks may only provide the services listed in Article 3.3 to UAE Residents.
    
2. 3.2 Specialized Banks may only conduct the activities mentioned in Article 3.3 in UAE Dirham.
    
3. 3.3 Specialized Banks are only permitted to perform the following Licensed Financial Activities:
    
   1. 3.3.1 Retail finance, including personal loans and vehicle loans;
       
   2. 3.3.2 Mortgage finance, including residential and commercial mortgages;
       
   3. 3.3.3 Wholesale finance, including loans to large corporates, small and medium-sized enterprises, microfinancing, finance and operating leasing and wage protection schemes;
       
   4. 3.3.4 Issue debit, credit and pre-paid cards, provided they are operated under schemes licensed in the UAE;
       
   5. 3.3.5 Providing stored value services, electronic retail payment and digital money services; and
       
   6. 3.3.6 Distribution of third party products as an agent; provided that the Specialized Bank received approval from the relevant competent authority for the distribution of the third party products concerned.
       
4. 3.4 Wholesale lending must not exceed 50% of the Specialized Bank’s total lending.
    
5. 3.5 Immovable property taken as collateral when lending must be located in the UAE.
    
6. 3.6 Specialized Banks may only accept deposits subject to the following conditions:
    
   1. 3.6.1 The aggregate amount of a natural person’s accounts with the Specialized Bank is limited to 5,000,000 UAE Dirham. The Central Bank reserves the right to amend this limit as appropriate;
       
   2. 3.6.2 The aggregate amount of a juridical person’s accounts with the Specialized Bank does not exceed 10% of the total amount of all accepted deposits and certificates of deposit of the Specialized Bank;
       
   3. 3.6.3 The deposit accounts are in UAE Dirham only;
       
   4. 3.6.4 The deposit accounts can only be opened for UAE Residents; and
       
   5. 3.6.5 The deposits may only be used for lending purposes or reinvested in deposits with other UAE licensed banks.
       
7. 3.7 Wholesale funding must not exceed 40% of the Specialized Bank’s total funding.
    
8. 3.8 Specialized Banks are allowed to issue debt securities in UAE Dirham only and must obtain prior approval from the Central Bank. Foreign funding must not exceed 25% of the sum of Aggregate Funding of a Specialized Bank.
    
9. 3.9 Specialized Banks are allowed to borrow from UAE Banks.
    
10. 3.10 The aggregate of all participations in the share capital of other companies must not exceed 25% of the Aggregate Capital Funds of the Specialized Bank.
     
11. 3.11 Any single participation in the share capital of other companies must not exceed 10% of the Aggregate Capital Funds of the Specialized Bank.
     
12. 3.12 Any single participation in the share capital of any finance sector company must not exceed 25% of the share capital of the investee. This restriction does not apply to companies supporting operational activities of the investing Specialized Bank.
     
13. 3.13 A Specialized Bank may place deposits in and obtain certificates of deposit from UAE Banks only, provided that:
     
    1. 3.13.1 The total of deposits and certificates of deposit placed at any one Bank does not exceed 30% of the Specialized Bank’s total deposits placed; and
        
    2. 3.13.2 Any such deposit or certificate of deposit placed in any UAE Bank does not exceed 10% of the Aggregate Capital Funds of the Specialized Banks.
        
14. 3.14 A Specialized Bank must not purchase or acquire any immovable property, except for immovable property that is used as premises for its operations.
     
15. 3.15 Article 3.14 of this Regulation shall not prevent a Specialized Bank from securing a debt on any immovable property and in the event of default in payment of the debt, from entering into a settlement agreement with the relevant borrower and as a result holding that immovable property for realization by sale or auction within three years from the date such ownership was established. The said period could be extended by the Central Bank based on justification acceptable to the Central Bank.
     
16. 3.16 Islamic Specialized Banks may, as an exemption to article 3.14, own property including immovable property and goods only as part of an underlying financing contract with a borrower.
     
17. 3.17 Specialized Banks must operate a low credit risk model.
     
18. 3.18 The total consolidated assets of a Specialized Bank cannot exceed twenty-five (25) billion Dirham.
     
19. 3.19 The total off-balance sheet exposures of a Specialized Bank cannot exceed more than 15 percent of total consolidated assets.
     
20. 3.20 Specialized Banks are subject to Central Bank Reserve Requirements.
     

1. 4.1 Aggregate Capital Funds consist of the following items:
    
   1. 4.1.1 Paid-up capital;
       
   2. 4.1.2 Reserves, excluding revaluation reserve; and
       
   3. 4.1.3 Retained earnings.
       
2. 4.2 The following items must be deducted from Aggregate Capital Funds:
    
   1. 4.2.1 Accumulated losses; and
       
   2. 4.2.2 Goodwill.
       
3. 4.3 The minimum required paid-up capital for a Specialized Bank is set out in the Minimum Capital for Banks Regulation.
    
4. 4.4 UAE national ownership of a Specialized Bank must comprise at least 60% of total paid-up capital.
    
5. 4.5 Specialized Banks must maintain Aggregate Capital Funds of at least 12.5% of its total assets at all times, and at least 17% during its first three years of operation. A Specialised Bank may, for the purposes of this calculation, reduce the total assets by the following items:
    
   1. 4.5.1 Cash collaterals; and
       
   2. 4.5.2 Sovereign guarantees.
       
   
   The items listed above in this Article must be legally enforceable.
    
6. 4.6 A Specialized Bank must obtain approval from the Central Bank for any proposed distribution of profits or reduction in capital, including dividend distributions, and they must do so before announcing the proposed distribution publicly in a press announcement or by other means of communication and prior to submitting a proposal for a distribution for shareholder approval.
    
7. 4.7 Any changes in the paid-up capital are subject to prior approval by the Central Bank.
    
8. 4.8 No single shareholding in a Specialized Bank can exceed 20% of the total shareholding. This limit may be increased by decision of the Board of Directors of Central Bank, on a case by case basis.
    

Specialized Banks must apply the liquidity Regulation for Banks as issued by the Central Bank.

1. 6.1 A Specialized Bank’s Credit Exposure to a single borrower or group of Related Entities is considered as a Large Credit Exposure, where its value is equal to or exceeds 5% of the Specialized Bank’s Aggregate Capital Funds. For the purpose of calculating the value of a Large Credit Exposure, a Specialized Bank may consider whether to deduct any of the following items:
    
   1. 6.1.1 Provisions;
       
   2. 6.1.2 Cash collaterals;
       
   3. 6.1.3 Bank guarantees from UAE Banks; and
       
   4. 6.1.4 Sovereign guarantees.
       

   Items 2, 3, and 4 listed above must be legally enforceable.

2. 6.2 The aggregate amount of Large Credit Exposures must not exceed 100% of the Aggregate Capital Funds of a Specialized Bank.
    
3. 6.3 In addition to Article 6.2, the Central Bank has defined maximum permissible Credit Exposure limits, as shown in Table 1 below.
    
    

   Borrower	Aggregate percentage of Aggregate Capital Funds	Individual percentage of Aggregated Capital Funds
   A single borrower	Not applicable	10%
   A group of Related Entities	Not applicable	15%
   Principal Shareholders and their Related Entities	Not allowed	Not allowed
   Subsidiaries and Affiliates	20%	10%
   Board members	Not allowed	Not allowed
   Employees	2%	20 times salary
   External auditors, consultants and lawyers	Not allowed	Not allowed

   
    

1. 7.1 Specialized Banks must comply with all Regulations and Standards issued by the Central Bank that are applicable to Banks, with the exception of the Regulations and Standards related to capital requirements and those related to large exposures, the requirements of which are already contained in this Regulation.
    
2. 7.2 The Central Bank places high importance on ensuring good corporate governance in licensed financial institutions. Specialized Banks must ensure full implementation of the requirements of the corporate governance Regulation and Standards issued by the Central Bank.
    
3. 7.3 All Specialized Banks must comply with the existing legal obligations and regulatory requirements for AML/CFT of the Central Bank and address money laundering and terrorist financing risks through appropriate preventive measures to deter abuse of the sector as a conduit for illicit funds, and detect money laundering and terrorist financing activities and report any suspicious transactions to the Financial Intelligence Unit at the Central Bank.
    
4. 7.4 Specialized Banks must be operated prudently and with competence in a manner that will not adversely affect the interests of its customers or potential customers. All Specialized Banks must also comply with the existing regulatory requirements for consumer protection of the Central Bank.
    

1. 8.1 A Specialized Bank must strictly adhere to the following credit reporting requirements:
    
   1. 8.1.1 Provide credit information of borrowers to the Al Etihad Credit Bureau and any future credit information agencies established for this purpose in U.A.E. on at least a monthly basis unless otherwise required by the law or the Central Bank; and
       
   2. 8.1.2 Request credit information of borrowers from the Al Etihad Credit Bureau and any future credit information agencies established for this purpose in U.A.E. before extending credit to an individual borrower or a company.
       

1. 9.1 The financial year of the Specialized Bank must commence on the 1st of January and end on the 31st of December (except in the year of formation, which commences on the date of registration of the Specialized Bank in the commercial registry and ends on the 31st of December of the next year, provided it does not exceed eighteen months).
    
2. 9.2 Specialized Banks must regularly report to the Central Bank on their Outsourcing arrangements in the format and frequency prescribed by the Central Bank.
    

1. 10.1 The Central Bank may issue Standards that form an integral part of this Regulation, including standards for Islamic Specialized Banks.

1. 11.1 Violation of any provision of this Regulation and any accompanying Standards may be subject to supervisory action and administrative & financial sanctions as deemed appropriate by the Central Bank.
    
2. 11.2 Supervisory action and administrative & financial sanctions by the Central Bank may include withdrawing, replacing or restricting the powers of Senior Management or members of the Board, providing for the interim management of the Bank, imposition of fines or barring individuals from working in the UAE banking sector.
    

This Regulation cancels and replaces the “Specialized Banks with Low Risk Regulation” issued on 31 March 2021 (the Central Bank’s Circular No. 13/2021 – dated 14/2/2021).

The Regulatory Development Division of the Central Bank shall be the reference for interpretation of the provisions of this Regulation.

This Regulation shall be published in the Official Gazette in both Arabic and English and shall come into effect (1) one month from the date of publication.

The Central Bank is seeking to enhance the regulatory framework for Banks, and cater for banking institutions that carry on restricted Licensed Financial Activities.

The Restricted Licence Banks Regulation (the Regulation) sets out the specific regulatory requirements, which apply to Restricted Licence Banks only.

Apart from the specific regulatory requirements contained in this Regulation, the requirements of all other Regulations, Standards, Guidelines and regulatory instructions issued by the Central Bank, which include All Banks within their scope of application, remain fully applicable and enforceable for Restricted Licence Banks.

Banks licensed under this Regulation, which carry on activities, which are supervised by another regulator, must ensure that the applicable license/s are obtained from the relevant regulator/s to conduct such activities.

This Regulation is issued pursuant to the powers vested to the Central Bank under the Central Bank Law.

This Regulation applies to all Banks, including branches of foreign banks, licensed by the Central Bank to operate as Restricted Licence Banks in the United Arab Emirates.

Restricted Licence Bank is defined in Article (1) of this Regulation and refers to Banks, which by virtue of the restrictions placed on their licences, are not permitted to on-board natural persons as customers for the purpose of conducting Licensed Financial Activities; and/or to conduct any Licensed Financial Activities with or on behalf of natural persons. Additionally, when establishing a banking relationship with a customer Restricted Licence Banks are prohibited from opening accounts, or providing facilities, of any kind, in any amount less than one million Dirham (AED 1,000,000) or equivalent.

The branches of a Restricted Licence Bank operating in the United Arab Emirates shall be considered as a single Restricted Licence Bank for the purposes of application of the provisions hereof.

The objective of the Regulation is to enhance the Central Bank’s regulatory framework for Banks and to accommodate for Banks to operate as Restricted Licence Banks in the United Arab Emirates.

The following terms shall have the meaning assigned to them below for the purposes of this Regulation:

1.1 Bank: Any juridical person licensed in accordance with the provisions of the Central Bank Law, to primarily, carry on the activity of taking deposits, and any other Licensed Financial Activities.

1.2 Board: The Board of Directors of the Restricted Licence Bank.

1.3 Central Bank: The Central Bank of the United Arab Emirates.

1.4 Central Bank Law: Decretal Federal Law No. (14) of 2018 Regarding the Central Bank & Organization of Financial Institutions and Activities, as amended from time to time.

1.5 High-Net-Worth Customer: A natural person:

1.5.1 whose net worth¹ is more than four million Dirham (AED 4,000,000) or equivalent, the calculation of which does not include the value of any property which is a primary residence, or any money raised through a loan secured on that property; and

1.5.2 whose liquid financial assets² total at least one million Dirham (AED 1,000,000) or equivalent.

1.6 Juridical Person: Any person who is not a natural person.

1.7 Licensed Financial Activities: The financial activities subject to Central Bank licensing and supervision, which are specified in Article (65) of the Central Bank Law.

1.8 Person: A natural or juridical person, as the case may be.

1.9 Regulations: Any resolution, regulation, circular, rule, standard or notice issued by the Central Bank.

1.10 Restricted Licence Bank: Any Bank, which is licensed by the Central Bank in accordance with the provisions of the Central Bank Law, and subject to restrictions on its permitted Licensed Financial Activities as specified in this Regulation.

1.11 Retail Banking: the conduct of Licensed Financial Activities with natural persons.

1.12 Senior Management: Management of the Bank responsible and accountable to the Board for the sound and prudent day- to-day management of the Bank, generally including, but not limited to, the chief executive officer, chief financial officer, chief risk officer, and heads of the compliance and internal audit functions.

¹ Calculated using standard definition, that is, total assets minus total liabilities.
² Refers to cash or cash equivalents.

2.1 Any Person who intends to operate a Bank as a Restricted Licence Bank must obtain a licence to do so from the Central Bank.

2.2 Licences and licence applications will be subject to the Central Bank Law’s relevant provisions and follow the process as determined by the Central Bank.

2.3 The licence shall contain the terms and conditions deemed appropriate by the Central Bank.

2.4 As part of the licensing process, an applicant for a licence to operate as a Restricted Licence Bank is required to submit a three (3) year business plan to the Central Bank. The proposed level of paid-up capital must be sufficient to cover the expected regulatory capital requirements over the three (3) year period, based on the projected Licensed Financial Activities.

2.5 The holder of a restricted bank licence must commence Licensed Financial Activities, as specified in its licence according to Article (3) of this Regulation, within a maximum of six (6) months from the date of notification of approval of the licence.

2.6 A Restricted Licence Bank wishing to cease, or suspend, any of its Licensed Financial Activities must apply to the Central Bank at least six months in advance providing the reasons for such a cessation or suspension.

2.7 Ownership of a Restricted Licence Bank must comply with the requirements set out in the Central Bank Law and relevant Regulations.

2.8 Any changes to the Restricted Licence Bank’s name, legal form, memorandum and articles of association, require prior approval by the Central Bank.

2.9 The commercial or trade name of a Restricted Licence Bank must include either of the following terms: “wholesale bank”; or “investment bank”; or another term which conveys the restricted nature of the Bank’s Licensed Financial Activities, and is approved by the Central Bank. The Central Bank may, in certain circumstances and at its sole discretion, approve the use of a name, which does not meet the aforementioned naming requirements. The commercial and trade name shall not include any term that may indicate any activity other than the Licensed Financial Activities of the Bank in accordance with this Regulation.

2.10 Any holder of a licence, issued under the Central Bank’s Wholesale Commercial Banking Regulation issued by Board of Directors’ Resolution No. 41/4/2007, is deemed licensed under this Regulation on its effective date. On the effective date of this Regulation, any applicable Bank which is not compliant with the Regulation must, within ninety (90) days, provide the Central Bank with a detailed plan for coming into compliance with the requirements herein.

3.1 A Restricted Licence Bank may carry on all Licensed Financial Activities, subject to the restrictions specified in Articles (3.2), (3.3) and (3.4) of this Regulation.

3.2 Restricted Licence Banks are not permitted to carry on Retail Banking activities, that is, they are not permitted to undertake any Licensed Financial Activities with or on behalf of natural persons.

3.3 A Restricted Licence Bank is not permitted to establish a banking relationship with a customer in any amount less than one million Dirham (AED 1,000,000), or equivalent. That is, a Restricted Licence Bank cannot accept an initial deposit of any type or provide an initial credit or funding facility to a customer in any amount less than one million Dirham (AED 1,000,000) or equivalent.

3.4 In certain circumstances, the Central Bank may, in its sole discretion, grant approval to a Restricted Licence Bank to conduct Licenced Financial Activities with a category of natural persons, subject to the imposition of certain controls and conditions on its licence. In all cases, these natural persons must be assessed by the Bank as High Net Worth Customers, that is, at a minimum, in compliance with the criteria stipulated in the definition per Article (1.6) of this Regulation.

4.1 Restricted Licence Banks must, at all times, maintain a minimum level of paid- up capital. The level of this requirement is set in Article (5) of this Regulation.

4.2 The minimum level of capital must be held by a Restricted Licence Bank on an ongoing basis and is a prerequisite for licensing.

4.3 A Restricted Licence Bank may not decrease its paid-up capital without the prior approval of the Central Bank.

5.1 Restricted Licence Banks operating in the United Arab Emirates must maintain fully paid-up capital of at least one billion Dirham (AED 1,000,000,000), except in the case of foreign branch banks.

5.2 Foreign bank branches licensed to operate as Restricted Licence Banks must maintain capital as prescribed in the Central Bank’s Minimum Capital for Banks Regulation³.

5.3 As part of the licensing process, the Central Bank may impose a higher minimum capital requirement and define the quality of capital eligible to meet this requirement. This higher minimum capital requirement will remain applicable until such time that the Central Bank, at its sole discretion, revises the requirement and a new capital decision is taken.

³ Issued via Central Bank Circular No. 12/2021 on 14/2/2021

6.1 The minimum capital requirement, as per Article 5.1 of this Regulation, of a Restricted Licence Bank must be met with fully paid-up capital.

7.1 The minimum capital requirements as defined by this Regulation must be calculated on a standalone basis.

8.1 A Restricted Licence Bank, which is in breach of or is likely to be in breach of the minimum capital requirements, must immediately inform the Central Bank.

8.2 A Restricted Licence Bank, which is in breach of or is likely to be in breach of the minimum capital requirements must submit to the Central Bank for approval, a remediation plan for restoring capital to the minimum required level.

8.3 A Restricted Licence Bank must obtain approval from the Central Bank for any proposed distribution of profits, including dividend distribution, which will result in a breach of the capital requirement as specified in Article (5) of this Regulation. The Restricted Licence Bank must obtain such approval before announcing the proposed distribution publicly in a press announcement, or by other means of communication and prior to submitting a proposal for a distribution for shareholder approval.

9.1 A Restricted Licence Bank must comply with all Regulations issued by the Central Bank that are applicable to Banks. The requirements of the Central Bank’s Minium Capital Banks Regulation4 are not applicable to locally incorporated Restricted Licence Banks, as the minimum capital requirements are established within this Regulation.

4 Issued via Central Bank Circular No. 12/2021 on 14/2/2021

10.1 Violation of any provision of this Regulation and any accompanying Standards may be subject to supervisory action, administrative action and financial sanctions as deemed appropriate by the Central Bank.

10.2 Supervisory action and administrative and financial sanctions imposed by the Central Bank may include withdrawing, replacing or restricting the powers of Senior Management or members of the Board, providing for the interim management of the Bank, imposition of fines or barring individuals from working in the United Arab Emirates’ banking sector.

11.1 The Regulatory Development Division of the Central Bank shall be the reference for interpretation of the provisions of this Regulation.

12.1 This Regulation repeals and replaces the following Resolution and Circulars:

1. 12.1.1 UAE Central Bank Board of Directors Resolution No. 41/4/2007 dated 16/9/2007.
    
2. 12.1.2 UAE Central Bank Board of Directors Resolution No. 21/2/88 dated 14/6/1988.
    
3. 12.1.3 Board Circular No. 495 dated 4 December 1979.
    
4. 12.1.4 Board Circular No. 282 dated 15 May 1976.5
    
5. 12.1.5 Board Circular No. 276 date 20 April 1976.6

5 As referenced in the Board Circular No. 495 dated 4 December 1979
6 As referenced in the Board Circular No. 495 dated 4 December 1979

13.1 This Regulation shall be published in the Official Gazette in both Arabic and English and shall come into effect one month from the date of publication.

13.2 The Central Bank may apply transitional arrangements, on a case by case basis, to facilitate full compliance by Banks, which at the time of publication of this Regulation, carry on restricted activities in line with this Regulation.