Task:
Purpose:
Legal Entities:
Questions:
Step 1: Check entity’s eligibility for continuance in ADGM
Do the members of the body corporate applying for continuance in ADGM have unlimited liability in their home jurisdiction? | Pursuant to the provisions set out in Section 101(5) of ADGM Companies Regulations 2015, an application for continuance under Section 102 of ADGM Companies Regulations (application to Registrar for continuance within the Abu Dhabi Global Market) may not be made by a body corporate whose members have unlimited liability unless such body corporate applies for continuance as an unlimited company |
Is the body corporate applying for continuance within ADGM being wound up or is in liquidation? | Pursuant to sections 100 and 101 of ADGM Companies Regulations 2015, this body corporate does not meet eligibility criteria for continuance. |
Is the body corporate applying for continuance within ADGM insolvent? | Pursuant to sections 100 and 101 of ADGM Companies Regulations 2015, this body corporate does not meet eligibility criteria for continuance. |
Has a receiver, manager or administrator (by whatever name any such person is called) been appointed, whether by a court or in some other manner, in respect of any property of the applicant for continuance within the ADGM? | Pursuant to sections 100 and 101 of ADGM Companies Regulations 2015, this body corporate does not meet eligibility criteria for continuance. |
Has the applicant entered into a compromise or arrangement with a creditor (not being a compromise or arrangement approved by the Registrar) and that compromise or arrangement is in force? | Pursuant to sections 100 and 101 of ADGM Companies Regulations 2015, this body corporate does not meet eligibility criteria for continuance. |
Is there an application pending before a court for the winding up or liquidation of the applicant, or to have it declared insolvent, or for the appointment of such a receiver, manager or administrator or for the approval of such a compromise or arrangement? | Pursuant to sections 100 and 101 of ADGM Companies Regulations 2015, this body corporate does not meet eligibility criteria for continuance. |
If answers to all the above questions are No, the entity can submit application to Registrar for continuance within the Abu Dhabi Global Market. If the answer to the first question is ‘yes’, then the applicant may apply for continuance into ADGM only for continuance of an unlimited company. | |
Business Activities:
1. What are the intended business activities to be conducted in ADGM?
2. Are these non-financial activities? (Please follow the applicable requirements in the below table accordingly.)
3. Is the entity already established/operating in another jurisdiction? If not, please apply as Private Company Limited by Guarantee.
Nominee Arrangements:
Confirm if any of the role holders holds the role on behalf of someone else
KYC:
As per KOUNTED standard process, KYC should be completed prior to the acceptance of the incorporation assignment/task.
For further details, please refer to the requirements listed below
1) Search if the company name is still available on the ADGM RA public register https://newreg.adgm.com/s/search-results
2) Note that the company name on continuance must be compliant with ADGM legal requirements, and may therefore not be exactly the same as in the current jurisdiction of incorporation.
3) Any abbreviations/special terms must be explained
4) Check for restricted words, as these are not likely to be granted by the ADGM RA Refer: Business and Company Name Rules https://en.adgm.thomsonreuters.com/sites/default/files/net_file_store/ADGM1547_23207_VER17032021.pdf
5) The proposed name must be aligned with the proposed business activity and not be misleading, i.e. terms that indicate Financial Services are not allowed for non-financial firms
6) Name-self declaration may be required if the applicants are using a proposed name that is similar to others (even if the name is used by the same applicant in another jurisdiction, supporting documents to be provided)
7) Proposed names must be compliant with the applicable ADGM legislation in terms of suffix etc.
8) It is possible to add a trade name add the time of application for the company formation, this can not be reserved in advance.
9) Physical office space in ADGM is a mandatory requirement, it is not sufficient to just obtain a consent letter from a CSP. Fees for office space rental and lease registration application are excluded from the below fees, as these depend on the type of lease and its duration (standard ADGM fee is USD 100/- per lease year to the ADGM RA, no pro-rata calculation).
10) Business activities may require 3rd party authority NOCs see Onshore Government Authorities Approval Guidelines.
Submission: Online via the ADGM RA portal https://newreg.adgm.com/
Select the Application Form: “Continue a Private Company Limited by Guarantee into ADGM”
Timeline: Non-financial applications:
The applicants need to include a business plan with their submission to the ADGM RA registration application, no pre-qualification required, but for specific business activities, it would be advisable to discuss these with the ADGM RA business development team first.
Note: It is also possible to reserve an entity name in advance of an intended name change of an existing entity, to ensure that the proposed name is available and compliant with the relevant ADGM legislation.
Note that the completion of the continuance process depends as well on the timeframe taken by the current jurisdiction of incorporation to issue the certificate of deregistration/discontinuance, this is why the process of continuance takes significantly longer than a standard incorporation.
Timeframe: KOUNTED Drafting 5-7 working days provided all relevant information is provided
ADGM review time 10 working days for the initial review, but this is usually extended in case of return reasons at the sole discretion of the ADGM RA, note that the completion of the continuance process depends as well on the timeframe taken by the current jurisdiction of incorporation to issue the certificate of deregistration/discontinuance
Application Requirements:
Requirements related to continuance
Requirements | Links |
Provide details of the company in original jurisdiction | |
A copy of Certificate of Incorporation or Registration, or a document of similar effect, certified by the relevant authority in the jurisdiction in which it is incorporated or registered (issued no more than three months). This is the existing certificate in the home jurisdiction from which an entity is continuing into ADGM. | |
A copy Certificate of Good Standing or document of similar effect (not more than 3 months old) | |
A copy of evidence of authorization (such as legal opinion), satisfactory to the Registrar, that the company is authorized by the laws of its jurisdiction to make this application. | |
A copy of evidence of consents in original jurisdiction, satisfactory to the Registrar, confirming that if a certificate of continuance is issued under ADGM Companies Regulations pursuant to the application, the company will thereupon cease to be incorporated under the other jurisdiction, the interests of the members and the creditors of the company will not be unfairly prejudiced and that the company is not prevented by section 103 of Companies Regulations in making application for continuation. | |
A copy of directors’ Certificate of Solvency, stating that the company is solvent, that there is no reasonable prospect of the company becoming insolvent at the time of the application, and there are no applications made to any court (a) to put the company into liquidation, (b) to wind up the company, (c) to have the company declared insolvent or (d) for the appointment of a receiver in relation to any property of the company. | |
Articles of Association or other constitutional document of similar effect and any amendments, certified by the relevant authority in the jurisdiction in which it is incorporated or registered (issued no more than three months). This is the existing articles of association of the existing entity in the foreign jurisdiction from which the entity is continuing into ADGM. | |
Requirements | Links |
Non-financial: Complete Business Plan. Prepare a business plan. Suggested information to be included in the business plan The business plan is fundamental to the application process, and will be used by the ADGM Registration Authority (ADGM RA) to form decisions about the applicant, and applicant’s readiness, willingness, and ability to meet conditions of license (if applicable) to conduct business activities from and within Abu Dhabi Global Market (ADGM). Please provide the following details in this document: • Provide overview of the applicant, including its or its group’s history, and experience in conducting proposed business activities in the UAE or other jurisdictions, as applicable; • Business activities to be conducted: please select relevant business activities and provide description of how this is intended to be delivered. In particular, you may consider providing a process flow diagram demonstrating all touchpoints and stakeholders, including flow of services, and interactions with clients and other counterparties. • Target markets, clientele: please provide overview of the immediate target markets, future target markets, client types, approximate number of clients in year 1, 2, and 3. Ownership structure Provide an ownership structure chart identifying all controllers, direct or indirect and ownership percentage. The chart must identify ultimate beneficial owners. Organization structure and corporate governance Please provide a full organization chart of the applicant’s proposed key appointments. Human resources and physical presence in ADGM Describe the applicant’s proposed staffing in ADGM and headcount, along with the office size. Please indicate if the applicant intends to rent service office int eh business center or not. Financial projections The financial resources of the applicant are an important component of the assessment of the business plan. Please set out the initial capital injection and the estimated annual expenses. Set out assumptions underpinning the financial projection. Projections should be adequate and align with expected business set up, expected client numbers and fees, projected operational costs should be realistic and supported by numbers for such items as headcount, rent, utilities, professional advisors. | |
Choose a company name. - Search if the company name is still available - Refer: Business and Company Name Rules - Similar name declaration may be required if the applicants are using a proposed name that is similar to others | https://en.adgm.thomsonreuters.com/rulebook/business-and-company-names-rules-2021 |
Choose a tradename (this is not mandatory and mainly applicable for retail applications). - Not mandatory - This is different from the company name (i.e. does not need to include the suffix) - Name used to trade, appear on the signage - Search if the trade name is still available - Refer: Business and Company Name Rules - Authorisation from the trade name owner/holder of IP right of well-known brand will be required in the form of franchise agreement, authorization letter etc. | https://en.adgm.thomsonreuters.com/rulebook/business-and-company-names-rules-2021 |
Select the accounting reference date/end of the fiscal year. (standard: 31 December) | |
Draft articles of association - Template is available on the ADGM website but this can be amended or bespoke articles uploaded, provided the applicant can confirm that these are compliant with the ADGM Companies Regulations and subordinate legislation - If signed version is to be used, evidence of signing authority – note that bilingual and English only model article template is available | File Names: adgm-ra-model-articles-private-company-limited-by-guarantee |
Registered Office Address - Mandatory and must be located in Al Maryah Island - Contact landlord (Mubadala, Regus, Bloom, WeWork) Contact Details - Registered Office Address Checklist – Company Set-up - Signed Lease Agreement with the Landlord - Lease agreement must be valid for 1 year from commercial license issuance date | |
Register Lease Agreement - Signed Lease Agreement with the Landlord (see above) - Refer: Guidance on Lease Registration | Please note that all Real Property Registrations are now available through the ACCESSRP platform, please visit https://accessrp.adgm.com/ to set up your account. |
Authorised Signatories - Must be individual - At least one individual - At least one of the appointed signatories must be a UAE national, GCC national or hold a valid UAE residence visa. (Individuals who never entered the UAE cannot be appointed as authorised signatories because security clearance from the immigration authorities cannot be processed). Individual - Personal Details - Service Address - Passport copies of all current and past nationalities - Emirates ID (applicable to UAE nationals) - Evidence of Appointment (this is the resolution for incorporation signed, which includes the appointment of the authorised signatories) (Nominee appointments must be declared via the online application form) | |
Directors - At least one director must be appointed by a private company limited by shares - At least one director who is a natural person (i.e. an individual min. 18 years old) must be appointed as per s145 of the ADGM Companies Regulations - The appointment of body corporate directors is permitted, if at least one individual director is appointed Individual - Personal Details - Service Address - Residential Address - Passport copies of all current and past nationalities - Proof of Residential Address (not more than 3 months old, in the English language) - Evidence of Appointment (this is the resolution signed by the shareholders, which includes the appointment of the directors ) Body Corporate - Entity Details - Registered Office Address - Certificate of Incorporation/Registration (foreign language documents must be accompanied by certified legal translation to the English language) - Register of members recently (certified as a true copy by one of the incumbent directors or company secretary, or registered agent, not more than three months ago, foreign language documents must be accompanied by certified legal translation to the English language) - Register of directors recently certified as a true copy by one of the incumbent directors or company secretary, or registered agent, not more than three months ago, foreign language documents must be accompanied by certified legal translation to the English language) - Evidence of Appointment (this is the resolution signed by the shareholders, which includes the appointment of the directors (Nominee appointments must be declared via the online application form) | |
Secretary - This is not mandatory - Can be individual or Body Corporate Individual - Personal Details - Service Address - Passport copies of all current and past nationalities - Evidence of Appointment (this is the resolution signed by the shareholders, which includes the appointment of the secretary(ies)) Body Corporate - Entity Details - Registered Office Address - Certificate of Incorporation/Registration (foreign language documents must be accompanied by certified legal translation to the English language) - Register of members recently (certified as a true copy by one of the incumbent directors or company secretary, or registered agent, not more than three months ago, foreign language documents must be accompanied by certified legal translation to the English language) - Register of directors recently certified as a true copy by one of the incumbent directors or company secretary, or registered agent, not more than three months ago, foreign language documents must be accompanied by certified legal translation to the English language) - Evidence of Appointment (this is the resolution signed by the shareholders, which includes the appointment of the secretaries –) (Nominee appointments must be declared via the online application form) | |
Founding members - Can be individual or Body Corporate Individual - Personal Details - Service Address - Passport copies of all current and past nationalities - Proof of Residential Address - Resolution authorizing Incorporation/Registration of ADGM Entity and Evidence of Appointment (this is the resolution signed jointly by all individual founding members) Body Corporate - Entity Details - Registered Office Address - Certificate of Incorporation/Registration (foreign language documents must be accompanied by certified legal translation to the English language) Register of members recently (certified as a true copy by one of the incumbent directors or company secretary, or registered agent, not more than three months ago, foreign language documents must be accompanied by certified legal translation to the English language) - Register of directors (recently certified as a true copy by one of the incumbent directors or company secretary, or registered agent, not more than three months ago, foreign language documents must be accompanied by certified legal translation to the English language) - Evidence of Appointment (separate board resolution required for each body corporate founding member, which includes the appointment of the directors) (Nominee appointments must be declared via the online application form) | |
Ultimate Beneficial Owners - Applicable if an individual or body corporate owns 25% or more of the company - Can be individual or Body Corporate - Document of Beneficial Ownership Distribution (this can be the company or shareholder’s group chart or shareholder’s register of shareholders) Individual - Personal Details - Service Address - Passport copies of all current and past nationalities Body Corporate - Entity Details - Registered Office Address - Register of members recently (certified as a true copy by one of the incumbent directors or company secretary, or registered agent, not more than three months ago, foreign language documents must be accompanied by certified legal translation to the English language) - Register of directors recently certified as a true copy by one of the incumbent directors or company secretary, or registered agent, not more than three months ago, foreign language documents must be accompanied by certified legal translation to the English language) | |
Anti-Money Laundering Manual and Money Laundering Reporting Officer (MLRO) (Note that for FSRA regulated activities, this is to be discussed with the ADGM FSRA, and not part of the RA application) - Applicable only if the company will conduct any of the relevant DNFBP activities - Must appoint one MLRO - MLRO must hold a valid UAE residence visa MLRO - Personal Details - Role, Experience and Qualifications details (must be related to AML function) - Service Address and contact details - Passport copy - UAE residence visa copy - CV - Proof of Qualifications/Certifications AML Manual - Refer ADGM AML and Sanction Rules and Guidance | chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https://www.adgm.com/documents/setting-up/guidance/amlmanualguidancev1020200625.pdf https://www.adgm.com/operating-in-adgm/financial-and-cyber-crime-prevention/dnfbps |
Data Protection and Data Protection Contact Person - Must provide details of the contact person - Complete all applicable questions - Refer: Data Protection Guidance Note DP Contact Person - Personal Details - Service Address and contact details Data Protection Officer: If applicable, need to submit evidence of appointment, evidence of qualifications/competency statement | https://www.adgm.com/operating-in-adgm/office-of-data-protection/guidance |
Applicable Legislation: ADGM Companies Regulations https://en.adgm.thomsonreuters.com/sites/default/files/net_file_store/ADGM1547_20963_VER202402.pdf
ADGM Business and Company Names Rules https://en.adgm.thomsonreuters.com/sites/default/files/net_file_store/ADGM1547_23207_VER17032021.pdf
ADGM Commercial Licensing Regulations https://en.adgm.thomsonreuters.com/sites/default/files/net_file_store/ADGM1547_16481_VER20240401.pdf
KOUNTED Fees: Please add the KOUNTED fees
ADGM Fees: ADGM fees for continuance of non-financial Private Company Limited by Guarantee (noting that this excludes the fees for lease and lease registration)
Note that the waiver of the continuance fees only applies until 31st December 2024
Attached Templates: