Task:

[07.024-ADGM] - CORP SUPPORT # APPOINTMENT AND/OR CESSATION OF DIRECTORS

Purpose:

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

Legal Entities:

Companies, Branches of Companies

Questions:

1) Will there be an appointment and/or cessation of Director(s)?

2) What is the respective appointment/cessation date?

3) For new appointments:

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

4) For cessation: Did the Director(s) 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 Director(s), 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 Director(s) whose name will appear on the registry extract, certificate of incumbency (the person on behalf of the Director(s) is acting will NOT appear on the public register, the registry extract, certificate of incumbency etc).

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

3) Note that the appointment of at least one individual director is mandatory for Private Companies Limited by Shares and there must be at least 2 directors for a Public Company Limited by Shares.

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/or Cease Director”

For Branches of Companies: Use the Application Form “Appointment and/or Cease Director”

Timeline:

· within 14 days for Companies

· If the ADGM entity is a Branch and its parent company appointed and/or ceased its directors, this must be notified to the ADGM RA 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:

Appointment (For both Companies and Branches of Companies the same requirements apply)

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

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

3. A certified true copy of the Certificate of Incorporation or Commercial License (or any similar documents) of the new director (For corporate directors) (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 director if requested by the ADGM RA

5. Updated register of directors (including directors’ residential addresses) if requested by the ADGM RA

6. Document from the ADGM Financial Services Regulatory Authority confirming the appointment of the licensed director (applicable if the business activity of the company is Financial)

Cessation (For both Companies and Branches of Companies the same requirements apply)

1. Resignation Letter

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

3. Updated register of directors (including directors’ residential addresses) if requested by the ADGM RA

4. Document from the ADGM Financial Services Regulatory Authority confirming the withdrawal of the licensed director (applicable if the business activity of the company is Financial)

Removal (this only applies to Companies as per s158 of the ADGM Companies Regulations, but not to Branches of Companies)

1. Shareholder’s resolution approving the removal of the director

2. Updated register of directors (including directors’ residential addresses) if requested by the ADGM RA

3. A copy of the special notice sent to the director concerned

4. Document from the ADGM Financial Services Regulatory Authority confirming the withdrawal of the licensed director (applicable if the business activity of the company is Financial)