Electronic Money Institution (EMI) Licenses In The DIFC
DIFC is one of the world’s top eight onshore financial centers and offers a secure and efficient platform for businesses and financial institutions to reach into and out of the emerging markets of the region. The quality and independence of DIFC’s regulator, the prevailing common law framework, excellent infrastructure and tax efficiencies make it the perfect base to take advantage of the rapidly growing demand for financial and business services in the MENASA region.
The Government and Regulatory, Professional Services, and Business Environment sub-indicators of the index place DIFC in the top 15 financial centers in the world, making it one of the 10 financial centers designated as wide and deep global leaders.
DIFC fills the time-zone gap for a global financial centre between the leading financial centres of London and New York in the West and Hong Kong and Tokyo in the East.
4,377 firms were officially registered in DIFC, a 20% increase over the end of 2021. For the first time in the Center's history, the number of new companies registered in 2022 exceeded the yearly milestone of 1,000, with 1,084 enterprises established.
Among the businesses registered with DIFC are 17 of the top 20 banks in the world, 25 of the top 30 banks with a worldwide systemic importance, 5 of the top 10 insurance companies, 5 of the top 10 asset managers, and several prominent international law and consulting firms.
In addition to 686 FinTech and innovation enterprises, DIFC is home to 1,369 businesses involved in finance and financial innovation.
DIFC fills the time-zone gap for a global financial centre between the leading financial centres of London and New York in the West and Hong Kong and Tokyo in the East.
What is Electronic Money?
Electronic money, or e-money, as the name suggests, is money that exists in computer systems, which can be used to facilitate electronic transactions. Unlike pegged stablecoins, this is actual money that can be withdrawn as physical money if needed. However, it exists in electronic form given the convenience of using e-money to send value to other firms and individuals, make payments for goods and services and in general, store value electronically rather than in physical form.
What is an Electronic Money Institution?
An Electronic Money Institution, or EMI, is a licensed financial firm that is regulated to issue and disburse e-money. In the context of the UAE, there are three regulators that authorise institutions to issue e-money – the Dubai Financial Services Authority (DFSA), the Financial Services Regulatory Authority (FSRA) and the Central Bank of the UAE.
Electronic money is usually stored in e-wallets, which then allow for disbursements to various third parties as per the requirements of the user. These include peer-to-peer transfers, direct debits, money remittance, and utility payments.
An EMI is not a bank however, and so it does not offer deposits, whether interest-bearing or not, nor any kind of credit facilities based on the money in the e-wallet.
What does DFSA consider as Stored Value?
The DFSA views payment accounts as transaction-based accounts, where money is stored for a temporary period of time. This option is only available to corporate clients, both Retail and Professional. There is no cap on the amount of e-money that can be held in such accounts.
It also offers a license for EMIs to offer Stored Value, where electronic money can be held for individual Retail Clients. However, there are caps on the amount of e-money that can be stored for individual Retail Clients (US$ 5,000 per client), and on the amount of e-money that can be transacted on a daily basis.
Other jurisdictions may offer different conditions for stored value. The FCA for instance, allows EMIs to store larger amounts of money for extended periods of time.
Can I set up a Payment Institution in the DIFC?
Yes you can. It requires a different set of permissions but essentially one can apply to transmit money by creating and operating Payment Accounts, or even without creating Payment Accounts. These accounts can be multi-currency and have virtual IBANs to facilitate the transfer of e-money.
What is a Payment Service Provider?
Payment Service Providers, or PSPs, fall under Money Services Businesses cover a wide range of money-related activities, starting from payment processing companies to investment services, from individuals and startups to major global enterprises. Core payment service provider activities can include issuing payment instruments, providing money transmission, payment processor services, operating payment accounts and issuing stored value. Transferwise, Nymcard, Paypal and Revolut are examples of money service businesses.
Why setup a financial services firm in the DIFC?
The DIFC is a leading financial hub in the region. Besides offering a wide range of financial service activities, the centre also provides an integrated environment and world-class standard of living. It is well regarded in the international community as well.
Middle Eastern financial systems are at a turning point. Despite having a population that is highly tech literate and smartphone penetration rates of between 80 and 90 percent in key markets, the region has remained highly dependent on cash. Due to issues including inadequate digital payment infrastructure and services, underbanked customer and merchant groups, and a cultural preference for cash, only roughly a third of retail transactions are made electronically. New legislative and regulatory measures as well as the introduction of new local, regional, and international payment providers are hastening change, nevertheless. Additionally, as it has in other regions, the COVID-19 pandemic has sparked an increase in digital adoption and a flight from cash.
In addition to the rise of digital payments, customers' declared preferences also show a move away from cash. In a McKinsey consumer study, customers from the Middle East indicated that they highly favoured digital payment options, with only 10% strongly favouring cash.
Here are some specific advantages of establishing in the Dubai International Financial Centre.
LEGAL AND REGULATORY FRAMEWORK
- Legal framework supports cross-border activities.
- 100% foreign ownership permitted.
- No restriction on foreign talent or employees.
- No restrictions on capital repatriation.
- Zero tax for 50 years on profits, capital or assets from 2004.
- Zero tax on employee income.
- Highly regarded, independent regulator.
- Independent, English-speaking, common law judicial system.
- Distinct from the UAE legal system.
- Risk-based regulatory approach.
- Central to regional deal making.
- High concentration of international firms, investment funds, wealth management firms, banks, and financial institutions.
- World-class regional and international law and auditing firms, and other professional services.
- The largest fund domicile in the region.
- Management offices, holding companies and family offices are located closer to the assets they own or manage.
- The Middle East, Africa and South Asia (MEASA) is increasingly the centre of gravity for the global economy.
- Dubai plays a central role in the growing South-South trade, principally between Asia and Africa.
- Well-positioned to harness the potential of emerging markets.
Can DIFC firms service clients outside the centre, and in the greater UAE?
Yes, they can. Sheikh Mohammed bin Rashid Al Maktoum issued Law No. (5) of 2021 relating to the DIFC, which brought further clarity to the rules governing the promotion and supply of services and products for firms registered in the centre.
The revised law confirms that DIFC-registered entities can supply services and products outside the DIFC, as long as they are primarily provided out of the firm’s premises in the DIFC area. Marketing and promotional activities are also allowed outside the centre.
There may be additional rules to follow, for instance, when actively marketing funds from the DIFC. A passporting regime exists in this case, where the fund manager can register for a passport for the fund to be marketed in the UAE and the ADGM. Do get in touch for more information on this.
DIFC Money Service Licenses
Firms interested in carrying out Money Service activities from the DIFC are required to submit applications to the Dubai Financial Services Authority, or DFSA.
The DFSA, for the purposes of authorisation and supervision, categorises money services business activities based on the type of money services being carried out, and the minimum base capital required.
The DFSA categorises the range of activities that comprise the Money Services Business into two groups: 1) Arranging and Advising on Money Services and 2) Providing Money Services.
Providing Money Services (includes issuing payment instruments, providing money transmission, issuing stored value and providing or operating a payment account).
Money Transmission Services
Includes transmission of money without creating a payment account.
This comes under a Category 4 license, with a minimum base capital of US$ 140,000.
Providing or Operating a Payment Account, executing Payment Transactions or Issuing Payment Instruments
Includes creating and maintaining accounts for executing payment transactions, issuance of personalized sets of procedures agreed upon by the users and the provider, for initiation or execution of payment instructions.
Comes under a Category 3D license, with a minimum base capital of US$ 200,000.
Issuing Stored Value
Stored value instruments include plastic cards, key fobs, smart phone apps or any other token that carries credit balances that can be used to pay for purchases or be exchanged for cash, credit etc.
Such instruments carry a value much like actual cash, and hence are well-regulated by the DFSA.
Stored Value Issuers come under a Category 3C license, with a minimum base capital of US$ 500,000.
Due to the higher risks associated with these activities, the DFSA places higher entry-level requirements and restrictions on the license itself. Chances are that the first point of entry be through the DFSA Innovation Testing License, rather than a full-scale application. This is however, decided on a case-to-case basis.
You can also setup in the DIFC with a DIFC Innovation License, which is for non-regulated technology startups. Such a license encourages startups to establish a presence in the region, employ staff and prepare for regulation by then applying to the DFSA for regulatory approvals. You cannot however, carry out regulated activities until a Financial Services Permission has been obtained.
What can I do with a Category 3D license?
Firstly, there is nothing such a Category 3D license. You require a certain set of permissions to conduct your money services business, and these permissions put you into a Category. The permissions of Providing or Operating a Payment Account and Issuing Payment Instruments are the primary activities that would slot your business in the Category 3D.
Here is what you can do with this license:
- Help clients transfer monies across geographies.
- Offer multi-currency accounts.
- Offer virtual IBANs
- Offer corporate expense cards for third-party payments, based on their balances with your Firm.
- Offer Payment Accounts to corporate clients and maintain unlimited balances* and send and receive monies from third parties
*subject to approvals
What can I do with a Category 3C license?
Again, there is nothing such a Category 3C license. You require a certain set of permissions to conduct your money services business, and these permissions put you into a Category. The permission of Issuing Stored Value the primary activity that would slot your business in the Category 3C. You would be able to issue prepaid cards to Individual Clients, with limits on the balances (US$ 5,000) and single payment transactions (US$ 1,000).
And here is what you cannot do:
- Offer interest on balances
- Offer higher stored value (beyond US$ 5,000) or multiple accounts to individual users
DIFC Capital requirements
The base capital requirement for a Category 3D Money Services Business license US$ 200,000, and for stored value issuers is US$ 500,000.
Actual capital required will depend on the nature, quantum of business and forecasted annual expenditure, as per the financial model of the proposed firm.
There are two components of capital considered – base capital and expense-based capital. For Money Service Businesses, the Transaction-based Capital is also considered, and in our experience can be the highest of the three. For smaller firms, expense-based capital is usually the highest, and can be around US$ 700,000 for a Payment Service Provider that issues Stored Value cards.
These figures are calculated using the financial models that we make for the Regulatory Business Planduring the application process, and so are mostly unique to the company that applies for the license.
Actual capital may vary depending on the business model and the associated expenses and risks, and calculation of capital is a detailed process and involves many factors. We recommend that you contact us for more details on the application process and capital calculations.
The application process
The DIFC application process commences with formal introductions to the DIFC and the DFSA.
Following the introductory call, a detailed Regulatory Business Plan (RBP) is prepared, along with financial projections, for a quick review by the regulator.
The regulatory business plan should set out the strategy and rationale for establishing the entity in the DIFC and also demonstrate how the business will be managed and controlled. The Regulatory Business Plan forms the core of the application and is attached as a separate document.
The regulatory business plan will need to demonstrate the business model of your firm so that the DFSA can ensure it is authorised for the correct Financial Services, Investment types and Client types and to enable the DFSA to assess the adequacy of your resources.
You will need to:
- identify all the Financial Services and any other activities you intend to carry on;
- identify all the likely business and regulatory risk factors;
- explain at high level how you will monitor and control these risks; and
- take into account any intended future developments.
The description of your business is an important part of the overall application and integral to the DFSA’s decision making. The amount of detail submitted should be proportionate to the nature of the business you intend to carry on, and should be appropriate to the risks to the intended set of Clients.
The comments of the regulator are incorporated into the RBP, and a comprehensive application is compiled, comprising policies, processes and other related documentation. The KYC and associated forms of all key individuals are also prepared for submissions.
The formal application is then sent across to the DFSA, who reviews the pack over a period of 7-10 business days, and then accepts it. The detailed review process then commences, and this can take anywhere between 60 and 90 days to complete.
The regulator maintains communication with the applicant at all times during the review, reverting with an initial review 2 weeks into the application, and then follow-up reviews thereafter. The DFSA also meets with the SEO, FO and CO/MLRO designates, and conducts a detailed interview with them.
An in-principle approval is issued in case the application is successful. The applicant then proceeds to satisfy the in-principle conditions, and this involves the setting up of a legal structure, opening a bank account, and depositing the share capital in the account. Other tasks include finalization of auditors and obtaining professional indemnity insurance for the firm.
Once done, a final submission is made to the DFSA, following which the regulator issues the Financial Service Permissions and the process is then complete. The firm is now open for business.
The DFSA expects that the firm be adequately staffed depending on the scale, scope and nature of the product portfolio that is proposed to be offered from the DIFC. At a minimum, the DFSA would like to see the following appointments:
Board of Directors – a well-organized Board with robust governance policies. The Chair would have to be a non-executive Director.
Senior Executive Officer (SEO) – Senior banking professional with over 10 years of experience, ordinarily resident in the UAE.
Finance Officer (FO) – Senior and suitably-qualified finance professional. In case of a group, the FO can be from the parent company and does not have to be resident in the UAE. This role can also be outsourced.
Risk Officer – This position is usually outsourced, and not mandatory.
Compliance Officer (CO) - Senior compliance professional with over 10 years of experience, ordinarily resident in the UAE.
Money-Laundering Reporting Officer – Senior AML professional with over 10 years of experience, ordinarily resident in the UAE. This function can be combined with Compliance and one individual can carry out both responsibilities.
The CO and MLRO roles can also be outsourced to us.
Internal Auditor - Senior and suitably qualified internal audit professional. Usually outsourced to a professional firm.
Setting up a DIFC Regulated Firm involves the following interactions:
Dubai Financial Services Authority (DFSA)
The DFSA is responsible for reviewing and approving all applications for financial services. Costs depend on the activities applied for, which puts the applicant in one of five categories.
Generally, there are two components of DFSA fees. One – an application processing fee, and the other, an annual licensing fee.
(i.) Application fee: from US$ 15,000.
(ii.) License fee: from US$ 15,000.
Registrar of Companies (DIFC ROC)
The ROC helps to set up the legal structure of the DIFC Regulated Firm. Shareholders can be individual, or corporate. There are many options available, such as ‘Private Company Limited by Shares’ and ‘Limited Liability Partnerships’. In case of Private Company Limited by Shares, the costs for setting up include:
(i.) Application for reserving a name (2 working days): US$ 800.
(ii.) Application for Incorporation of a Private Company Limited by Shares (5 working days): US$ 8,000.
(iii.) Commercial License on Incorporation (5 working days): US$ 12,000 (annual fee).
The data protection notification is part of the process of registering a new entity in the DIFC. The costs involved are as follows:
(i.) Registration - US$ 500.
(ii.) Annual renewal – US$ 250.
Every entity registered in the DIFC is required to lease a physical office. You can choose from the Gate and surrounding buildings, or other buildings within the DIFC, such as Emirates Financial Towers, Central Park, Park Avenue, Burj Daman and Currency House.
Prices vary, depending on the space availed and the building. Here is an indication of the prevailing rates:
(i.) DIFC Business Centre – from a two-desk office at US$ 45,000.
(ii.) DIFC Fitted Offices – from US$ 55 per square foot.
(iii.) Other buildings – from US$ 32,000 per annum.
(iv.) For fintech licenses, DIFC has attractive packages starting from US$ 15,000 per annum. Get in touch for more details.
(i.) Establishment Card Application – US$ 630.
(ii.) PSA Deposit – US$ 682.
(iii.) Visas (per visa) – from US$ 1,500.
(iv.) PSA Deposit (per visa) – US$ 682.
We provide turnkey services for Money Service Business license applications. From initial consulting to assistance in authorisations, to assistance in preparation of the legal documentation, 10 Leaves helps you navigate the DFSA Rulebook and submit an application that is comprehensive, complete and compliant.
Our services include assistance in:
1. Reviewing the business model and advice on the applicable regulatory framework;
2. Preparation of the Regulatory Business Plan and comprehensive financial projections;
3. Preparation of all policies, processes and manuals required;
4. Provision of Outsourced Compliance Officer, Outsourced Risk Officer and Outsourced Finance Officer services;
5. Finalising the legal structure, including holding company setup and customisation of Memorandums; and
6. Finalisation of leased space, bank account opening and obtaining Financial Services Permissions.
Get in touch today! for more information about EMI (Electronic Money Institution) Licenses in the DIFC.