Task:
Purpose:
Legal Entities:
Questions:
2)
Is the company currently incorporated as a private company limited by
guarantee?
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:
Nominee
Arrangements:
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
Pay Attention:
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 restricted to FSRA regulated firms, but
such terms are not allowed for non-financial firms or retail 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:
Timeline:
The applicants
need to obtain an FSRA In-Principle Approval first, which sets out the
conditions to obtain a Financial Services Permission. The ADGM RA online
application for Incorporation is usually part of the in-principle requirements.
Once the commercial license and certificate of incorporation have been issued,
the applicants should approach the FSRA again to obtain their FSP.
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.
Retail:
Retail
applicants need to prepare a brief store concept document (an overview of what
the retail business will be doing). This will be submitted along with the
online application for Category C - Retail business activities. Retail space in
one of the malls should be obtained from the landlord.
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:
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 |
Retail: Create a brief store concept document (an overview of what the
retail business will be doing). This will be submitted along with the online
application for Category C - Retail business activities. | List of permitted activities: Chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https://www.adgm.com/documents/faqs/adgm-category-c-retail-permitted-business-activities.pdf?la=en&hash=E74E66D9FFD77A3FB9B8D6B2E41536A8 |
Financial: In-principle approval from ADGM Financial Services Regulatory
Authority (Note that for branches the business activities need to match the
business activities of the parent company) | https://www.adgm.com/financial-services-regulatory-authority/fsra-general-application-process |
Non-financial: Complete Business Plan. Business plan should cover the following matters: • Will the proposed
entity conduct Financial Business activities as defined in Schedule 1 of the
ADGM FSMR Module? • Which business activities do you intend to conduct? •
Describe your relevant expertise and track record in the proposed activities
• Describe the opportunities, challenges and competitive landscape for the
business • Describe the sources of funding for the business • What is the
expected headcount for years 1, 2 and 3 of operations? 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-shares adgm-ra-model-articles-private-company-limited-by-shares-bilingual |
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 (for retail applicants, signed agreement for a retail store) -
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 | Guidance – Registration of Lease and Sublease |
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 –
template is available on the ADGM website) (Nominee appointments must be declared via the online application
form) | Resolution Templates: to prepare as applicable: a) For single individual
shareholder:
adgm-ra-resolution-single-individual-shareholder-LTD-incorporation-v2 (3) b) For multiple individual
shareholders:
adgm-ra-resolution-multiple-incorporate-shareholders-LTD-incorporation-v2 (4) c) For corporate shareholders:
adgm-ra-resolution-incorporation-ltd-corporate-shareholder-v2 (7) |
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 – template is
available on the ADGM website) 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 – template is available on the ADGM website) (Nominee appointments must be declared via the online application
form) | Resolution Templates: to prepare as applicable: a) For single individual
shareholder:
adgm-ra-resolution-single-individual-shareholder-LTD-incorporation-v2 (3) b) For multiple individual
shareholders: adgm-ra-resolution-multiple-incorporate-shareholders-LTD-incorporation-v2
(4) c) For corporate shareholders:
adgm-ra-resolution-incorporation-ltd-corporate-shareholder-v2 (7) |
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) – template is available on the ADGM website) 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 – template is available on the ADGM website) (Nominee appointments must be declared via the online application
form) | Resolution Templates: to prepare as applicable: a) For single individual
shareholder:
adgm-ra-resolution-single-individual-shareholder-LTD-incorporation-v2 (3) b) For multiple individual
shareholders:
adgm-ra-resolution-multiple-incorporate-shareholders-LTD-incorporation-v2 (4) c) For corporate shareholders:
adgm-ra-resolution-incorporation-ltd-corporate-shareholder-v2 (7) |
Shares Particulars - Decide on share class, number of issued, how
much are paid and unpaid, and rights attached to the shares - At least one
share must be issued at the time of incorporation | |
Shareholders - 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 shareholders – template is available on the ADGM
website) 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
shareholder– template is available on the ADGM website) (Nominee appointments must be declared via the online application
form) | Resolution Templates: to prepare as applicable: a) For single individual
shareholder:
adgm-ra-resolution-single-individual-shareholder-LTD-incorporation-v2 (3) b) For multiple individual
shareholders:
adgm-ra-resolution-multiple-incorporate-shareholders-LTD-incorporation-v2 (4) c) For corporate shareholders:
adgm-ra-resolution-incorporation-ltd-corporate-shareholder-v2 (7) |
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:
KOUNTED Fees:
ADGM Fees:
LINKED FILES