Task:                     

[07.005-ADGM] - CORP SUPPORT # PURCHASE OF OWN SHARES

Purpose:             

To be used by companies with share capital to approve a approve a consolidation or subdivision of its shares.

Legal Entities:    

Companies

Questions:         

1) Do we have access to the client’s entity on the KOUNTED dashboard? If not, an ORS form needs to be filed first to gain access because only users with authority over the entity can file this request.


2) Does the company have a share capital?  


3) Do the clients want to consolidate or subdivide their shares, i.e. increase or decrease the amount per share?


4) Are there any other share transactions at the same time as these may require separate filings?

Pay Attention:   

1) This application is only relevant for companies that have an authorised share capital. It does not apply to Private Companies Limited by Guarantee and Private Company Unlimited without Shares.

                               

2) If the company’s articles of association are amended due to the share transaction, the notice of amendment of articles of association can also be filed along with this form and additional fees will apply.


Submission:       

Online via the ADGM RA portal https://newreg.adgm.com/

Timeline:             

within one month from the Consolidation/Subdivision Of Shares, i.e. the resolution date

Timeframe:        

KOUNTED 2-3 working days for drafting including drafting the online application


ADGM: 3 -5 working days, but the ADGM RA reserves the right to return the application for revision/further clarification, which would increase the review timeline.

Supporting documents:

·         Resolution approving the consolidation/subdivision shares

·         Share Register (refer to ADGM register of members for the suggested format)

·         Amended Articles of Association, if applicable (note that model article template cannot be used for this purpose as it does not include any reference to share capital)

·         Special resolution approving the amendment of Articles of Association, if applicable

Applicable Legislation:   

                               

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:      

USD 0/-

                               

Additional USD100/- if filing amendment of the Articles of Association is required.

Fines:                   

Failure to file the notice on time will result to a fine of: USD 300 if not filed within one month

                               

If filing amendment of the Articles of Association is required: USD 300 fine if the submission is not made within the prescribed timeframe of 14 days.

 

LINKED FILES: