Registrar of Security.

No, it is not necessary to re-register a security right that was effective under the Prior Law (i.e. the now repealed Law of Security, DIFC Law No. 8 of 2005) pursuant to paragraph 7 of the Transitional Provisions.

Paragraph 8 of the Transitional Provisions, provides that if “the third-party effectiveness requirements of this Law [i.e. the LoS] are satisfied before the third-party effectiveness of a Prior Security Right ceases in accordance with paragraph 7, the Prior Security Right continues to be effective against third parties under this Law from the time when it was made effective against third parties under the Prior Law ” (emphasis added).

With respect to third party effectiveness, the LoS provides at Article 26(1) that a “Security Right in an Encumbered Asset is effective against third parties if a Financing Statement with respect to the Security Right is registered in the Security Registry”.

Therefore, the RoS considers that provided a prior security right was correctly registered with the RoS under the Prior Law, then such security right meets the requirements of Article 26(1), and the registration will remain valid for the 5-year period specified by the Prior Law (i.e. the balance of its original duration).

In order to register a new security with the Registrar you must file a Financing Statement Form through the DIFC portal.

• 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 acknowledgement form; 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).

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.

The fees can be paid through the DIFC portal. 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.

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.

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

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.

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.

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 submitted through the DIFC portal:

• 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
• 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; and a receipt for the payment of the fees.

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 submitted through the DIFC portal:

• 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; and a receipt for the payment of the fees.

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.

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 submitted through the DIFC portal:

• 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; and a receipt for the payment of the fees.

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.

In order to search the Security Register maintained by the Registrar, the following documents should be submitted through the DIFC portal:

• 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.