Task:

[07.019-ADGM] - CORP SUPPORT # CHANGE ENTITY NAME

Purpose:

To notify the ADGM RA of a Change of the legal name of an ADGM registered company, partnership or foundation.

For branches: To notify the ADGM RA of a Change of the legal name of its parent company.

Legal Entities:

Companies, Partnerships and foundations

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) For incorporated companies: What was the method of name change?

[Note the following: A company may change its name by passing a special resolution, either in a general meeting or by the written resolution procedure. Alternatively, if there is another means provided in the company’s articles of association, the company may choose to change its name using that method instead. A company’s articles, may for example, allow the company to change its name by board resolution. This will often be a quicker and easier method than passing a shareholders’ special resolution. It will be necessary to check the company’s articles to see whether and what alternatives are permitted. If the company’s articles do not include a procedure for changing its name, the articles may be amended to allow this. However, this will also require a shareholders’ special resolution. Whichever method is chosen, a company must inform Registration Authority (‘RA’) of the name change. If the name is changed by special resolution, a copy of the resolution must be submitted to RA.]

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. Any abbreviations/special terms must be explained

3. 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

4. The new 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, passive vehicles like SPVs should include SPV or Holding(s) in the proposed company name

5. Names of companies continuing from other jurisdictions into ADGM will need to be amended to comply with ADGM legislation

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. Branches need to have the same legal entity name as their respective parent company, e.g. it is not permitted to add UAE branch, ADGM branch etc.

9. If the company wants to add/amend its trade name, follow the process in: [07.030-ADGM] - CORP SUPPORT # ADD/CHANGE TRADE NAME

Submission:

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

Use the Application Form “Change Entity Name” available on the general detail’s tab

Timeline:

Before using the new name. The change of name is effective once the RA issue the company’s Certificate of Incorporation/Registration on Change of Name and new Commercial License has been issued.

Timeframe:

KOUNTED 1-2 working days including drafting the supporting documents and the online application

ADGM: 3 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:

- For Companies: Shareholders Resolution or Minutes of General Meeting - approving the change of name. (Templates to be adjusted for partnerships and foundations)

- For branches: A document, certified not more than three months ago as a true copy, and issued in the English language, that shows the change of name of the parent company.