Official Definitions

Consolidated Glossary from DIFC Statutory Text and DFSA Rulebook.

Term	Statutory Definition	Source & Impact
Accounting Records	Records which are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy the financial position of the Company at any time.	Comp Law Art 103 Must be kept for 6 years. Failure triggers fine.
Authorised Person	A person who holds a License from the DFSA to carry on one or more Financial Services.	Reg Law Art 41 Key trigger for DFSA supervision.
Beneficial Owner	A natural person who ultimately owns or controls a Company, or on whose behalf a transaction is conducted.	UBO Regs 3.1 Must be identified in UBO Register.
Director	Includes any person occupying the position of director, by whatever name called.	Comp Law Sched 1 Includes "De Facto" directors. Subject to fiduciary duties.
Distribution	Any distribution of a Company's assets to its Shareholders, whether in cash or otherwise (e.g., Dividend).	Comp Law Art 50 Must not be made unless Net Assets > Share Capital + Non-Distributable Reserves.
Exempt Offer	An Offer of Securities which falls within one of the exemptions specified in the Markets Rules (e.g., to Professional Clients).	Markets Law Art 12 No Prospectus required.
Insolvency	The inability of a Company to pay its debts as they fall due (Cash Flow) or Liabilities exceeding Assets (Balance Sheet).	Insolvency Law Art 3 Trigger for Wrongful Trading liability.
Market Abuse	Conduct that amounts to Insider Dealing, Market Manipulation, or Misleading Statements.	Markets Law Part 6 Criminal and Civil liability.
Ordinary Resolution	A resolution passed by a simple majority (more than 50%) of the votes cast by Shareholders entitled to vote.	Comp Law Art 60 Standard threshold for routine business.
Prospectus	A document containing information necessary to enable an investor to make an informed assessment of the assets, liabilities, financial position, and prospects of the Issuer.	Markets Law Art 14 Mandatory for Public Offers.
Public Company	A Company incorporated as such, permitted to offer securities to the public.	Comp Law Art 8 Stricter governance and capital ($100k) requirements.
Recognised Company	A branch of a foreign company registered in the DIFC.	Comp Law Art 114 Not a separate legal entity.
Registered Office	The official address of the Company in the DIFC to which all communications and notices may be addressed.	Comp Law Art 22 Must be physical office (no P.O. Box).
Special Resolution	A resolution passed by at least 75% of the votes cast by Shareholders entitled to vote.	Comp Law Art 61 Required for Constitutional changes, Mergers, Reduction of Capital.
Solvency Statement	A statement by Directors that they have formed the opinion that the Company is able to pay its debts as they fall due.	Comp Law Art 45 Personal liability if made without reasonable grounds.
Ultimate Beneficial Owner (UBO)	A natural person who owns or controls 25% or more of the shares or voting rights of a Company.	UBO Regs Must be registered with ROC.