Task:

[07.023-ADGM] - CORP SUPPORT # APPOINTMENT AND/OR CESSATION OF SECRETARY

Purpose:

This application form must be submitted by ADGM registered companies to notify the ADGM RA of the appointment and/or cessation of Secretary(ies).

Legal Entities:

Companies, Branches of Companies

Questions:

1) Will there be an appointment and/or cessation of secretary(ies)?

2) What is the respective appointment/cessation date?

3) For new appointments:

· Is/are the secretary(ies) acting in a nominee capacity for another person?

4) For cessation: Did the secretary(ies) resign or were they removed?

5) Request for the supporting documents as below.

6) Do we have access to the client’s entity profile on the KOUNTED portal? If not, this must be requested via ORS.

Pay Attention:

1) Note that CSPs and others may act as so called nominee secretaries, but the person on whose behalf they are acting must be declared via the online application form and their full KYC must be provided in addition to that of the nominee secretary whose name will appear on the registry extract, certificate of incumbency (the person on behalf of the secretary is acting will NOT appear on the public register, the registry extract, certificate of incumbency etc).

2) Note that for Branches, the Secretary of the parent company and any changes thereto must be registered with the ADGM RA.

3) Note that the appointment of a Secretary is optional for Private Companies, but mandatory for Public Companies registered in ADGM.

4) Both appointment and/or cessation can be filed using the same application form.

Submission:

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

For Companies: Use the Application Form “Appointment and Cessation of Secretary(ies)”

For Branches of Companies: Use the Application Form “Appointment and Cessation of Secretary(ies) for a Foreign Company”

Timeline:

· within 14 days for Companies

· If the ADGM entity is a Branch and its parent company appointed and/or ceased its secretary, this must be notified as soon as practicable.

Timeframe:

KOUNTED 1-2 working days including drafting the online application, provided all the relevant information has been provided

ADGM: 3-5 working days, returns and timeframe for approval subject to review.

Supporting documents:

For both Companies and Branches of Companies the same requirements apply:

Appointment

1. Evidence of Appointment (e.g. resolution approving the appointment)

2. Valid passport copy of new secretary. (For individuals)

3. A certified true copy of the Certificate of Incorporation or Commercial License (or any similar documents) of the new secretary (For corporate secretary) (Noting that foreign language documents must be accompanied by a certified legal translation to the English language & the certified true copy certification must be not older than three months at the time of submission to the ADGM RA)

4. Consent to Act as Secretary if requested by the ADGM RA

5. Updated register of secretaries if requested by the ADGM RA

Cessation

1. Resignation Letter

2. Evidence of Cessation (e.g. resolution approving the cessation)

3. Updated register of secretaries if requested by the ADGM RA