guidance company incorporation v3.1 20190324 · director: minimum one, one must be individual...

Company Incorporation Guidance Notes

Guidance Note – Company Incorporation of 26 Ver3.1 / 20190624

Contents Introduction ............................................................................................................................................... 4

Registration Authority Office ................................................................................................................ 4

The Registrar’s main functions under Companies and Commercial Licensing Regulations .................. 4

Opening Hours ....................................................................................................................................... 4

Setting up entity in ADGM ......................................................................................................................... 5

Step 1: Identify Your Business Activities ............................................................................................... 5

A. Financial ..................................................................................................................................... 5

B. Non‐Financial ............................................................................................................................. 5

C. Retail .......................................................................................................................................... 5

D. Special Purpose Vehicle ............................................................................................................. 5

E. Tech Startup .............................................................................................................................. 6

F. Reglab Participants .................................................................................................................... 6

G. Investment Company ................................................................................................................ 6

Step 2: Setting Up .................................................................................................................................. 6

A. Legal Entity Type........................................................................................................................ 6

B. Company Name ......................................................................................................................... 8

C. Articles of Association ............................................................................................................... 9

D. Registered office address ........................................................................................................ 10

E. Authorized signatory ............................................................................................................... 11

F. Directors .................................................................................................................................. 11

G. Company Secretary ................................................................................................................. 11

H. Shares & Shareholders ............................................................................................................ 12

I. Data Protection Contact Person .............................................................................................. 13

J. Ultimate Beneficial Owner (UBO) ............................................................................................ 13

K. Resolution ................................................................................................................................ 17

L. Anti‐Money Laundering ........................................................................................................... 18

M. Fees ...................................................................................................................................... 19

Step 3: Submit the application form ................................................................................................... 20

A. Financial Services Company .................................................................................................... 20

B. Non‐Financial Services Company ............................................................................................ 20

C. Retail Services Company ......................................................................................................... 21

D. Special Purpose Vehicle ........................................................................................................... 21

E. Tech Startup ............................................................................................................................ 21

F. Reglab Participants .................................................................................................................. 22


G. Investment Company .............................................................................................................. 22

Step 3: Review of Application .............................................................................................................. 23

Step 4: Approval of Application ........................................................................................................... 23

A. Certificate of Incorporation ..................................................................................................... 23

B. Commercial license ................................................................................................................. 23

C. The effects of company’s registration ..................................................................................... 23

Step 5: What’s Next? ........................................................................................................................... 24

A. Additional Approvals required ................................................................................................ 24

B. Registration of Lease ............................................................................................................... 24

C. Visa Services ............................................................................................................................ 25

D. Statutory Filing Requirements ................................................................................................. 25

Disclaimer ................................................................................................................................................ 26


Introduction

Abu Dhabi Global Market (“ADGM”) was established pursuant to Abu Dhabi Law No. 4 of 2013 as a financial free zone in the Emirate of Abu Dhabi, with its own civil and commercial laws. ADGM will offer market participants a world‐class legal system and regulatory regime. This document has been written to guide potential registrants through the process of registration. This document gives a comprehensive step‐by‐step guide to the practicalities of setting up business in ADGM, providing greater understanding of what is required from the potential registrants and highlighting some of the issues to be aware of. The Registration Authority will do all that it can to ensure that the process of registration is as easy and as seamless as possible.

Registration Authority Office

The Registration Authority (the “Registrar”) is one of the core pillars of ADGM. The Registrar is an independent body, which has the powers to license and register the ADGM establishments. The Registrar’s office is located at 3rd floor, ADGM Building, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates.

The Registrar’s main functions under Companies and Commercial Licensing Regulations

Registration of ADGM establishments

Registration of business names and maintenance of register

Registration of post‐incorporation documentation and event‐driven filings

Registration of changes in business name particulars

Registration of changes in directors, officers, shareholders and share capital

Enforcement, prosecution and strike off, dissolution or restoration of ADGM establishments.

Cancellation of Commercial Licenses, amendment, suspension, etc.

Opening Hours The Registrar’s office is open from Sunday to Thursday, 9:00am to 3:00pm and may be contacted during normal working hours at +971 2 3338777 or by email at [email protected]


Setting up entity in ADGM To guide and support you in setting up your company in ADGM, please follow these step‐by‐step guide.

Step 1: Identify Your Business Activities ADGM is not only for financial services. Our legal and operational platform is attractive for a broad range of professional and business services, along with family businesses, corporate headquarters and various management functions. We also provide a beneficial environment to domicile holding companies, special purpose vehicles and other structures to hold and protect assets. As a first step, identify the activities that you wish to conduct in ADGM.

A. Financial The Financial Services Regulatory Authority welcomes financial services firms and institutions who wish to establish their presence in ADGM. Firms and individuals can apply for the appropriate financial services licenses, under an internationally recognizable legislative and regulatory framework, that facilitates their local, regional and international expansion. The new financial regulations and rules framework is comprehensive in scope, spanning a variety of regulated financial services, including, asset management, banking and insurance businesses and others.

B. Non‐Financial Customers who are interested in setting up a non‐financial firms in ADGM must contact the ADGM’s Business Development team who will provide initial assistance to the customers. Activities includes:

Professional service providers, such as law firms and accounting firms, consultants, business training providers, IT and HR/search firms

Corporate headquarters, management offices and treasury functions

Single family offices and proprietary investment entities

Industry and professional associations

C. Retail Retail stores, F&B and services can establish presence in ADGM by firstly identifying the location of

outlet in ADGM and contacting the leasing department Gulf Related at [email protected]

D. Special Purpose Vehicle SPVs are corporate vehicles, typically private companies, established for the purpose of isolating financial and legal risk by ring‐fencing assets and liabilities. SPVs can be established as subsidiaries, project or joint venture vehicles to ensure that only those assets related to a transaction are exposed to the liabilities associated with that transaction.


E. Tech Startup Technology‐focused start‐ups with an innovative business concept that has the potential to scale, which promotes innovation in terms of the business application and deployment, can be deployed in the UAE and contribute to the development of the local economy and has a business plan with clearly defined milestones, can set up a tech start‐up company in ADGM. Eligible customer can submit its business plan to [email protected].

F. Reglab Participants The ADGM Reglab is for all participants active in the FinTech space, from start‐ups to existing, regulated companies. To qualify, FinTech participants must be able to demonstrate an innovative technological solution that is at the stage of development ready for testing. Eligible customer can contact [email protected].

G. Investment Company Fund Manager who holds Financial Service Permission from ADGM Financial Services Regulatory Authority or in a Recognised Jurisdiction authorising it to carry on the Regulated Activity of Managing a Collective Investment Fund can establish an investment company in ADGM. Investment company can be either Open Ended Investment Company or Closed Ended Investment Company.

Step 2: Setting Up To set up the company, you will need:

‐ Select legal entity type ‐ A suitable company name ‐ Articles of Association ‐ Registered Office Address ‐ At least one authorized signatory ‐ At least one director who is a natural person ‐ Company Secretary, but this is not mandatory for private companies ‐ Details of company’s shareholders and shareholdings ‐ Data Protection contact person ‐ Details of company’s ultimate beneficial owners ‐ Appoint a Money Laundering Reporting Officer, if the company is Designated Non‐Financial

Professional and Business ‐ The shareholders have to agree to create the company, adopt the company’s Articles of

Association and appoint the company’s officers by passing a resolution.

A. Legal Entity Type

ADGM offers a variety of legal entity types.

Private Company Limited by Shares Company that has a share capital and the liability of the member is limited to the


amount, if any, unpaid on their shares. A private company cannot offer its shares for sale to the general public. Director: minimum one, one must be individual Secretary: not mandatory

Private Company Limited by Guarantee Company that does not have a share capital and its members are guarantors rather than shareholders. The members’ liability is limited to the amount they agree to contribute to the company’s assets if it is wound up. Director: minimum one, one must be individual Secretary: not mandatory

Private Company Unlimited with shares

Company that has share capital but there is no limit to the member’s liability. Director: minimum one, one must be individual Secretary: not mandatory

Private Company Unlimited without shares

Company that does not have share capital and there is no limit to the member’s liability. Director: minimum one, one must be individual Secretary: not mandatory

Restricted Scope Company (“RSC”):

A private company that may only be registered in ADGM if :

a) it is a subsidiary undertaking of another company that prepares and publishes group accounts under the Companies Regulations or such other enactment as the Registrar may recognise; or

b) It is a subsidiary undertaking of a company that is incorporated by a law issued by the government of the United Arab Emirates or of any Emirate of the United Arab Emirates.

c) It is directly or indirectly owned by one person or a group of persons who are members of the same family.

Director: minimum one, one must be individual


Secretary: not mandatory

Public Company Limited by Shares Company that has a share capital and limits the liability of each member to the amount unpaid on their shares. It may offer shares for sale to the general public and may be quoted on the stock exchange. Director: minimum two, one must be individual Secretary: minimum one

Branch of Foreign Company A branch of company incorporated or formed outside of ADGM, whether under the federal or local laws of the United Arab Emirates, or the law of the country or territory in question who is registered and licensed to operate in ADGM.

B. Company Name

Company name must be pursuant to ADGM Business and Company Name Rules. Things to remember in choosing a proposed company name.

The name must be written using the English alphabet, numerals or such other characters acceptable to the Registrar.

It cannot be identical or almost identical entity currently incorporated or registered in the ADGM or any other relevant jurisdiction. To check the availability of the name, please visit:

‐ Abu Dhabi Global Market Register ‐ Abu Dhabi Department of Economic Development Register

It must not be misleading; Name of Special Purpose Vehicle should include any of the following terms: “Proprietary Investments”, “Holding or Holdings”, “SPV” or a similar term to show that the company is for a passive, non‐operational entity. Without this term the name may render the impression of an operational company and hence may be considered as a misleading indication of the company’s activities

It must not contain words that may suggest a relationship with the ADGM, ADGM Financial Services Regulations Authority or any other governmental authority in the ADGM, Abu Dhabi or the United Arab Emirates, unless the relevant body has consented in writing to the use of the name;

Unless the entity is license by FSRA or consent in writing was received from FSRA, name must not contain the word ‘bank’, ‘insurance’ or ‘trust’ or words which suggest that it is a bank, an insurance company or trust company; or words which suggest in some other way that it is authorized to carry on a financial services within the ADGM.


It must not contain words that may suggest a connection with, or the patronage of, any prominent person or organization, unless that prominent person or organization consents in writing.

Name must also end with the word ‘Limited’ or ‘LTD’ if it is Private Company Limited by shares, ‘Public Limited Company’ or ‘PLC’ if Public Company Limited by shares. Restricted Scope Company must include the word “restricted” and must end with the word ‘Limited’ or ‘LTD’ For more information, please refer to ADGM Business and Company Name Rules. In case of a branch, company name must be the same as the parent company name.

C. Articles of Association

Articles of association is one of the constitutional documents of a company, which sets out the basic management, administrative structure and corporate governance of the company. It regulates the internal affairs of the company including the issue and transfer of shares, board and shareholder meetings, powers and duties of, borrowing powers and so on. It creates a contract between the company and each of its members in their capacity as members. Members have complete freedom to choose which rules are to be included in the company’s articles provided that the articles do not contain rules that are against the companies regulations. On registration, company may adopt: Option 1: Model Articles in its entirety; Model Articles of Association can be provide in the following format:

An unsigned model articles

Model Articles signed by its shareholders

Model Articles signed by its shareholders and notarized by Notary Public or authorized member of the Registration and Incorporation Team. Option 2: Model articles with amendments; or Option 3: Bespoke articles. Note: option 2 and 3 do not require legal opinion in relation to the amendments or changes. It is the responsibility of the applicant to confirm that the changes or amendments are made in compliance with the provisions of the relevant regulations and rules. In case of a branch, this refers to the articles of association of the foreign company.


D. Registered office address

A company must have at all times a registered office. It is the physical location to which all communications and notices may be addressed. Registered address must be located on Al Maryah Island, Abu Dhabi, United Arab Emirates. The applicant should provide a copy of the lease agreement duly signed by all relevant parties. Stated below are the minimum requirement in terms of leases.

Type of Lease Type of entity / activity

Office leased from Mubadala All business activity types

Retail space leased from Gulf Related Retail businesses only

Office leased from Business Centers All business activity types except retail

Campus desk leased from Business Centers All business activity types except retail

Virtual office leased from Business Centers SPV, Tech Start‐up and Reglab only

Co‐sharing of office with Service Provider SPV, Tech Start‐up and Reglab only

Co‐sharing of office with the holding company or parent company.

SPV and Investment Company only

Companies that shares office must provide a consent letter instead of the lease agreement. ADGM do not handle the commercial aspect of the lease. For details in obtaining office / retail stores in Al Maryah Island, please contact:

Mubadala Leasing Department

William Neil Tel no. +971 2 413 2671 Email: [email protected]

Marwan Al Falasi Tel no.: +971 2 413 1319 Email: [email protected]

Regus and Bloom Business Centers

RME Holdings(Regus Al Maqam) Tel: +971 2 418 7654 Email: [email protected]

Bloom Business Services(Regus Al Sila) Tel: +971 2 694 8600 Email: [email protected]

Chadi ElostaTel: +971 2 694 8600

Email: [email protected] Mobile: + 971 50 137 4476

Gulf Related (For leasing in Galleria and Al Maryah Central)

Gulf Related Tel: +971 2 6716060 Email: [email protected]


E. Authorized signatory

The company must appoint a person authorised to act on behalf of the company in matters related to its operation. This authority may be granted by issuing a resolution or a Power of Attorney, a copy of which must be submitted to the Registrar along with the application to register a company. Signatories may act severally or jointly or in any other manner specified by the company. Particulars of the authorized signatory, services address and a copy of passport and UAE Visa or Emirates ID must be provided on application. If the authorized signatory is not a UAE resident, a copy of UAE entry stamp should be provided. Authorized signatory must also provide its declaration and consent to act as authorized signatory of the company.

F. Directors

A director is an appointed or elected member of the board of directors of a company who, with other directors, has the responsibility for determining and implementing the company’s policy. A company director may be an individual or body corporate. A private company must have at least one director while a public company must have at least two directors. In both cases, at least one director must be a natural person. Qualifications of Director Members can appoint anyone as directors who will run the company on their behalf. The only restrictions that prevent anyone from becoming a director are:

Must not be under 18 years of age.

Must not have been disqualified from acting as a director

Must not be an undischarged bankrupt Particulars of directors, services address and residential address (or registered address in case of body corporate) must be provided on application. Directors must also provide their declaration and consent to act as director of the company. Note that residential address will not be available for public to view. In case of a branch, this refers to the directors of the foreign company.

G. Company Secretary

A company secretary is an officer appointed by the directors of a company is responsible for ensuring that company’s corporate administration obligations under the Companies Regulations are complied with. Formal duties may include calling meetings, recording minutes of the meetings, keeping statutory record books, proper payment of dividend and interest payments, and proper drafting and execution of agreements, contracts, and resolutions. A company secretary may be one individual, or many (or joint secretary) or a body corporate.


A private company including RSC are not required to have a company secretary while a public company must have a company secretary. It is the duty of the directors of a public company to take all reasonable steps to ensure that the secretary (or each joint secretary) of the company is a person who appears to them to have the requisite knowledge and experience to discharge the functions of secretary of the company. Particulars of secretaries and services address (or registered address in case of body corporate) must be provided on application. Secretaries must also provide their declaration and consent to act as secretary of the company. In case of a branch, this refers to the company secretary of the foreign company.

H. Shares & Shareholders

The statement of capital and initial shareholdings is required in the case of a company that is to have a share capital. Note that this is part of the application form.

Statement of Capital

Class of shares Class of shares as set out in the company’s articles of association. Most companies have only one class of shares, ordinary shares. This carries equal rights. Others have different classes of shares (e.g. preferred class, Class A, Class B). It usually carries identical rights, but very often have different voting, dividend and/or capital rights.

Number of shares Total number of shares of the company to be taken on formation by the initial shareholders.

Amount paid Total amount paid by all initial shareholders

Amount unpaid Total amount committed to be paid by the initial shareholders

Prescribed particulars

It is the rights each type of shares gives the shareholders. This includes:

what share of dividends they get;

whether they can redeem their shares;

whether they can vote on certain company matters; and

how many votes they get.

Statement of initial shareholding

Particulars of members / initial shareholder

this includes the name or name of the firm in case of body corporate and its address along with a copy of passport or certified true copy of Certificate of Incorporation / Registration or license

Class of shares Class of shares subscribed by the shareholder

Number of shares Total number of shares subscribed by the shareholder.

Amount paid Amount paid by that particular shareholder.

Amount unpaid Amount committed to be paid by that particular shareholder

Statement of guarantee


The statement of guarantee are required in the case of a company that is to be limited by guarantee. Note that this is part of the application form and contain the following:

Information as may be prescribed for identifying the initial members.

Each member undertakes that, if the company is wound up while he is a member, or within one year, after he ceases to be a member, he will contribute to the assets of the company. Contribution is an amount (not exceeding a specified amount) as may be required for the payment of the debts and liabilities of the company contracted before he ceases to be a member, payment of the costs, charges and expenses of winding up, and adjustment of the rights of the contributories among themselves.

In case of a branch, this refers to the shareholders of the foreign company.

I. Data Protection Contact Person

All entities registered in ADGM that process personal data must comply with the provisions of ADGM Data Protection Regulations to protect such data. Particulars of Data Protection Contact Person and service address must be provided on application and questions related to Data Protect must be completed. For more information in relation to the Data Protection Regulations 2015, please visit the ADGM Legal Framework page at www.adgm.com. Guidance Note in connection with the Data Protection which can be accessed on the Office of Data Protection page.

J. Ultimate Beneficial Owner (UBO)

To understand the ownership and controls structure of the entity, each shareholder who is a body corporate is required to provide details of its UBO who holds more than 25% of ownership or control in ADGM legal entity. For individual shareholders, details such as the name, date of birth and residential address should be provided along with a copy of passport. If the shareholder is publicly listed company, details of ultimate beneficial owner is not required. If the shareholder or ultimate beneficial owner is the Trust, please provide details of the Trustee, trust settlor, beneficiaries or class of beneficiaries. To help you identify your UBO, please conduct an ownership test as stated in the illustrations below. UBOs are identified through grey boxes.

Test 1: The Ownership Test

a. Direct Ownership The ownership test is to identify the individual who ultimately own the ADGM Entity. Ultimate owners are considered to be a registrable UBO and their information and identification documents must be provided to the Registration Authority at the time of application and must be kept up‐to‐date throughout the lifecycle of ADGM Person. In this example, Individual 1 owns 100% of the ADGM Entity. He is the beneficial owner.


In this example, Individual 1 and Individual 2 are direct owners of ADGM Entity. Both individual are the beneficial owners.

b. Indirect Ownership

In this example, Individual 1 is the indirect owner and beneficial owner of the ADGM Entity.


In this example, Individual 1 and Individual 2 are indirect owners and beneficial owners of the ADGM Entity.

c. Multiple Indirect Ownership


In this example, there are multiple levels of indirect ownership. The two UBOs are clearly marked in grey boxes. In this case, Individual 4 has a 32.75% interest in ADGM Entity (50% x 65.5% = 32.75%) and Individual 1 has 50%.

If no registrable UBO can be identified under Test 1, Test 2 also needs to be considered.

Test 2: The Control Test This test requires the identification of individual or corporate that ultimately controls the ADGM Entity by means other than ownership. For example, by a person, that holds more than 25% of the voting rights of ADGM Entity but the exercise of such voting rights is controlled by another. This latter person is a UBO in respect of the ADGM Entity. It is important to note that if, in relation to ADGM Entity, there are individual who satisfy Test 2 in addition to individual / corporate beneficial owners that satisfy Test 1, then all are UBOs in respect of that ADGM Entity.

Test 3: The Management Test This test only applies if no registrable owners have been identified under Test 1 or Test 2 and stipulates that all natural persons who hold the position of a senior managing official of the ADGM Entity will be registrable as a beneficial owner. For more information in relation to Beneficial Ownership and Control Regulations 2018, please visit the ADGM Legal Framework – Commercial Legislation page at www.adgm.com. Guidance on Beneficial Ownership and Control is also available.


K. Resolution The application for incorporation should be accompanied by a copy of a resolution signed by each of the shareholders of the proposed company. In the case where a shareholder is a body corporate, the board of directors of that body corporate or by a person authorized to pass a resolution of such nature may passed a similar resolution. A copy of a document evidencing such authority to act or represent the company should also be provided. The resolution should approve the following:

Incorporation of ADGM entity.

Appointment of a person authorized to execute all documents and to take all necessary and appropriate actions on behalf of the company in relation to the incorporation of the ADGM entity.

Appointment of a person authorized to execute all documents and to take all necessary and appropriate actions on behalf of the company following the incorporation of the ADGM entity.

Appointment of Director(s)

Appointment of Secretary(s) – if any

Adoption of Articles of Association

Appointment of person who can sign the Articles of Association on behalf of the company In case of a branch, the application for registration should be accompanied by a copy of resolution signed by the directors or by a person authorized to sign on behalf of the foreign company. A copy of document evidencing such authority of act or represent the parent company should also be provided. The resolution should approve the following (copy of template is available on ADGM website): A copy of resolution of the board of directors of the parent company (or other applicable management of executive board) approving the following: a) Registration of a branch in ADGM.

b) Appointment of a person authorized to execute all documents and to take all necessary and

appropriate actions on behalf of the company in relation to the registration of the branch in ADGM.

c) Appointment of a person authorized to execute all documents and to take all necessary and appropriate actions on behalf of the company following the registration of the branch in ADGM.

d) Appointment of Managers(s) for the ADGM branch – if any.


L. Anti‐Money Laundering If your entity’s business or profession falls under the following types, your entity is considered as Designated Non‐Financial Businesses and Professional (DNFPB) and is subject to ADGM Anti‐Money Laundering and Sanction Rules and Guidance (AML Regulations). DNFBPs are required to comply with the provisions of the AML Regulations and mandatorily required to appoint a Money Laundering Reporting Officer (MLRO), who holds a valid UAE residence visa.

DNFPB Business Activities DNFPB Business Activities ‐ Definition

Real estate developer or agency transacting in the buying/selling of real property

Dealer in precious metals or precious stones

Dealer in any saleable item of a price greater than or equal to US$15,000

Law Firm This refers to sole practitioners, partners or employed professionals within professional firms. It is not meant to refer to ‘internal’ professionals that are employees of other types of businesses, nor to professionals working for government agencies, who may already be subject to

Notary Firm

Other independent legal business

Accounting firm

Audit or insolvency firm

Company Service Provider Refers to all persons or businesses which as a business, provide any of the following services to third parties:

acting as a formation agent of legal persons;

acting as (or arranging for another person to act as) a director or secretary of a company, a partner of a partnership, or a similar position in relation to other legal persons;

providing a registered office; business address or accommodation, correspondence or administrative address for a company, a partnership or any other legal person or arrangement;

acting as (or arranging for another person to act as) a trustee of an express trust or


performing the equivalent function for another form of legal arrangement;

acting as (or arranging for another person to act as) a nominee shareholder for another person

In submitting the application for incorporation, you have to complete the Anti‐Money Laundering (AML) section of the form by providing the details of MLRO, CV, Passport Copy and a copy of the valid UAE visa and complete questions related to AML. It is very important to familiarize yourself with AML Regulations and ensure that you conduct your business in accordance with the AML Regulations. You can download a copy of AML Regulation from ADGM Legal Framework – FSRA Regulations page at www.adgm.com.

M. Fees

Below are the schedule of fees in registering a company in ADGM.

Business Activities Fee (USD)

Financial 13,000

Non‐Financial 10,300

Retail 4,000

Special Purpose Vehicle (SPV) 1,600

Tech Startup 700

Reglab 700

Exchange Rate: 1 USD = 3.6735 AED Fees can be paid by the following methods: ‐ Online using credit card ‐ Credit card payment by visiting our office at North Side, 3rd Floor, Abu Dhabi Global

Market Square Al Maryah Island, Abu Dhabi UAE

‐ Bank Transfer USD Account Bank Name: First Abu Dhabi Bank (FAB) Account Name: ADGM REGISTRATION AUTHORITY Account Number: 4021003571090031 IBAN Number: AE350354021003571090031 Branch: H.O. Sheikh Khalifa Street AED Account


Bank Name: First Abu Dhabi Bank (FAB) Account Name: ADGM REGISTRATION AUTHORITY Account Number: 4021003571090020 IBAN Number: AE410354021003571090020 Branch: H.O. Sheikh Khalifa Street Note: All transfers should be made free of bank charges to ADGM. When completing the transfer, where possible please include within the reference for

payment field:

• Company under formation name (of applicant)

• Service that is being applied for

• Once the transaction has been completed, please inform a member of the Registration

Authority that this transfer has been successful, and if possible provide a copy of the

receipt of transfer. Email us at [email protected]

The Registration Authority will not commence processing of any application until such time when the payment has been successful and received within the account. By following the above steps, any potential delays in tracing payments may be avoided.

Step 3: Submit the application form The application process can be completed using our Online Registry Solution. To commence the process, please access the portal by visiting www.registration.adgm.com to set up a new account.

A. Financial Services Company

Requirements ‐ In principle approval from Financial Services Regulatory Authority ‐ Applicable documents and information as stated in Step 2 above.

Form Incorporate a Financial Services [Legal Entity Type]

Steps 1. Log on to www.registration.adgm.com using your account. 2. Go to Online Services, Companies, Registration of Financial Services

then Incorporate a Financial Services [Legal Entity Type] 3. Upload copy of FSRA Approval and complete the form. 4. Provide Declaration then Proceed to Payment to pay the fee.

B. Non‐Financial Services Company

Form 1 – Business Application

Requirements ‐

Form Business Application

Steps 1. Log on to www.registration.adgm.com using your account. 2. Go to Online Services, Companies, Pre‐Registration then Business

Application. 3. Complete the form. 4. Provide Declaration then Proceed to Payment to pay the fee.

Form 2 – Application for Incorporation/Registration


Requirements ‐ Approved Business Application ‐ Applicable documents and information as stated in Step 2 above

Form Incorporate a [Legal entity type] or Register a Branch of a Foreign Company (applicable if legal entity type is branch)

Steps 1. Log on to www.registration.adgm.com using your account. 2. Go to Online Services, Companies, then Registration, Incorporate a

[Legal Entity Type] or Register Branch of a Foreign Company (applicable if legal entity type is branch).

3. Answer Yes to the question Do you have a pre‐approved business application? and your pre‐approved business application will appear on the form. If you have more than one pre‐approval, please select from the list.

4. Complete the form. 5. Provide Declaration then Proceed to Payment to pay the fee.

C. Retail Services Company

Requirements ‐ Applicable documents and information as stated in Step 2 above

Form Incorporate a [Legal entity type] or Register a Branch of a Foreign Company (applicable if legal entity type is branch)

Steps 1. Log on to www.registration.adgm.com using your account. 2. Go to Online Services, Companies, then Registration, Incorporate a

[Legal Entity Type] or Register Branch of a Foreign Company (applicable if legal entity type is branch).

3. Answer No to the question Do you have a pre‐approved business application? and upload copy of Approval of Store Concept


D. Special Purpose Vehicle

Requirements ‐ Completed and signed business plan (you can download the template from the Special Purpose Vehicle page of our website: www.adgm.com.

‐ Applicable documents and information as stated on Step 2 above

Form Incorporate a [Legal entity type]

Steps 1. Log on to www.registration.adgm.com using your account. 2. Go to Online Services, Companies, and then Registration of SPV

Companies, Incorporate a [Legal Entity Type]. 3. Upload copy of Business Plan and complete the form. 4. Provide Declaration then Proceed to Payment to pay the fee.

E. Tech Startup

Requirements ‐ Copy of business plan


‐ Applicable documents and information as stated in Step 2 above

Form Incorporate a Private Company Limited by Shares as a Reglab Participant / Tech Startup or Register Branch of a Foreign Company as a RegLab Participant (applicable if legal entity type is branch).

Steps 1. Log on to www.registration.adgm.com using your account. 2. Go to Online Services, Companies, then Registration of Innovation

License, Incorporate a Private Company Limited b Shares as a Reglab Participant / Tech Startup or Register Branch of a Foreign Company as a RegLab Participant / Tech startup (applicable if legal entity type is branch).

3. Select Tech Startup as Innovation Type and upload copy of Business Plan


F. Reglab Participants

Requirements ‐ approval from Financial Services Regulatory Authority ‐ Applicable documents and information as stated in Step 2 above

Form Incorporate a Private Company Limited by Shares as a Reglab Participant / Tech Startup or Register Branch of a Foreign Company as a RegLab Participant / Tech startup (applicable if legal entity type is branch).

Steps 1. Log on to www.registration.adgm.com using your account. 2. Go to Online Services, Companies, then Registration of Innovation

License, Incorporate a Private Company Limited b Shares as a Reglab Participant / Tech Startup or Register Branch of a Foreign Company as a RegLab Participant / Tech startup (applicable if legal entity type is branch).

3. Select Tech Startup as Reglab Participant and upload copy of approval from Financial Services Regulatory Authority


G. Investment Company

Requirements ‐ Fund Manager must be license carry on the Regulated Activity of Managing a Collective Investment Fund by FSRA or by relevant jurisdictions that is recognized by FSRA

‐ Applicable documents and information as stated in Step 2 above

Form Incorporate a [legal entity type] (Investment Company)

Steps 1. Log on to www.registration.adgm.com using your account. 2. Go to Online Services, Companies, then Registration of Investment

Companies then Incorporate a [legal entity type] (Investment Company)



Step 3: Review of Application Our Registration and Incorporation team will review your application and may request for any additional documents or information other than that stated on the application, if the Registrar considers it appropriate or required. The review process will be completed in 10 working days. Upon completion of the review you will receive another system‐generated email informing you of the application’s status. Please note, processing of applications submitted after 3pm, during UAE weekends and national holidays will commence on the next business day.

Step 4: Approval of Application On approval of your application, a system generated email along with electronic copy of your Certificate of Incorporation/Registration and Commercial License will be sent to you. These certificates are conclusive evidence that the requirements of the ADGM Companies Regulations 2015 and Commercial Licensing Regulations 2015 as to incorporation have been complied with and that the legal entity is duly incorporated pursuant to the said regulations. The lifecycle of the legal entity has will commence from that date and you will be under obligation to comply with relevant provisions of the said regulations. If you require original copies of the Certificate of Incorporation/Registration and Commercial License, please follow the link sent on the approval email to arrange an appointment for collection. Our team will compile the original documentation for you to collect at the allotted time.

A. Certificate of Incorporation

Certificate of Incorporation is a conclusive evidence that the requirements of the Companies Regulations as to registration have been complied with and that the company is duly registered under the Companies Regulations. The certificate states the name and registered number of the company, the date of its incorporation and the type of the company and must be signed by the Registrar or authenticated by the Registrar’s official seal.

B. Commercial license

Commercial license will also be issued upon incorporation of the company. This document allows the company to conduct business in ADGM in accordance with the approved activities stated on the Commercial License. License is valid for one year and renewable upon filing the relevant form, paying relevant fee to the Registrar and completing other applicable requirements for Commercial License renewal.

C. The effects of company’s registration

The registration of a company has the following effects as from the date of incorporation.

‐ The initial members, together with such other persons as may from time to time become

members of the company, are a body corporate by the name stated in the certificate of incorporation.


‐ That body corporate is capable of exercising all the functions of an incorporated company.

‐ The status and registered office of the company are as stated in, or in connection with, the

application for registration.

‐ In the case of a company having a share capital, the initial members become holders of the shares specified in the statement of capital and initial shareholdings.

‐ The proposed officers of the company are deemed to have been appointed to that office.

Step 5: What’s Next?

A. Additional Approvals required

Before commencing business operations, financial companies must ensure that license from Financial Services Regulatory Authority is obtained. For Non‐Financial and Retail companies, please refer to this table.

No. Authority Applicable Activities

1 Abu Dhabi Civil Defense Department All retail store locations.

2 Abu Dhabi Food Control Authority Permit

Food and beverage activities, including cafés and restaurants.

3 Department of Municipal Affairs Abu Dhabi – Health Department

Public health and safety for beauty salons, Spas and massage centers

4 Department of Municipal Affairs Abu Dhabi

Real estate development.

5 Abu Dhabi Police GHQ Jewelry shops and precious metal dealing stores.

6 Abu Dhabi Media Authority Media related activities e.g. libraries, bookshops and Cinema. etc.

7 Abu Dhabi Tourism & Culture Authority

Hotels & tourism establishments

8 Health Authority Abu Dhabi Hospitals & medical centres

9 ADGM Corporate Relation Division Alcohol Permits for Hotels & tourism establishments

B. Registration of Lease

Pursuant to the relevant provisions stated in ADGM Real Property Regulations 2015, note that it is a requirement to register your lease agreement. You can file your application through ADGM Registration Authority’s online registry solution.


C. Visa Services

If you require Visa Services, you are required to commence the process of applying for an e‐channels account and an Establishment Card. This can be completed through the ACCESSADGM portal. For more information on how to set up an account on the portal, please visit www.access.adgm.com. If you have any enquiries about setting up an account on ACCESSADGM, please email: [email protected].

D. Statutory Filing Requirements

Once the company is registered, the company may commence its business and its directors are bound to adhere to the requirements prescribed by the ADGM Companies Regulations 2015, ADGM Commercial Licensing Regulations 2015 and any other relevant regulations and enabling rules. The directors are required to file certain documents (including but not limited to) annual accounts and an annual return. They must also inform the Registrar about any changes, such as the appointment or resignation of directors or a change to the company’s registered office, etc. Please refer to Guidance on Statutory Filing Requirements and Guidance on Event Driven Filing. Note that this is only a guide and should be read together with the company’s articles of association and relevant legislation, in particular, ADGM Companies Regulations 2015, ADGM Commercial Licensing Regulations 2015 and any other relevant regulations and enabling rules. This Guidance only refers to the procedures that need to be completed in relation to the Registrar. It does not cover other requirements as set out in the relevant legislation (which includes contact with the court and other internal obligations that a company will need to carry out).

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Disclaimer This Guidance Note (the “Note”) provides answers to many frequently asked questions and provides information on completing the application to register a company. This is only a guide and should be read together with the relevant legislation, in particular, ADGM Companies Regulations 2015, ADGM Commercial Licensing Regulations 2015 and any other relevant regulations and enabling rules. The Note only refers to the procedures that need to be completed in relation to the Registrar. It does not cover other requirements as set out in the relevant legislation (which includes contact with the court and other internal obligations that a company will need to carry out). Further advice from a specialist professional may be required. The hyperlinks in this Note to any reference materials are subject to change and the reader is responsible for checking that any particular resources has not been superseded so that a new hyperlink must be used. For more information, you may contact the Registrar: Telephone No.: 00 971 2 3338777 Email: [email protected] Address: 3rd floor, ADGM Building, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates.

guidance company incorporation v3.1 20190324 · director: minimum one, one must be individual...

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