Task:                     

[07.025-ADGM] - CORP SUPPORT # APPOINTMENT AND/OR CESSATION OF BENEFICIAL OWNERS

Purpose:             

This application form must be submitted by ADGM registered entities to notify the ADGM RA of the appointment and/or removal of its ultimate beneficial owners.

Legal Entities:    

Companies, Partnerships, Foundations, DLT Foundations  

Questions:         

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

                               

2) Request for a corporate structure chart up to the UBOs.

                               

3) Is there any person who has 25% or more direct or indirect ownership or voting rights in the company or LLP?

                               

4) Is there any natural person who controls the company or LLP? If yes, request documentary evidence to demonstrate this.

                               

5) Request for a current dated shareholding chart of the company.

                               

6) Are there any Ultimate Beneficial Owners who fall into the following categories? (See supporting documents section for details of documents to request.)

§  UBO is a listed company 

§  UBO is owned by the Federal Government 

§  UBO is a company created by Emiri decree within the UAE 

§  UBO is wholly owned by a government or government agency of a Relevant Jurisdiction 

Pay Attention:   


1)      The definition of a beneficial owner, in relation to a company or limited liability partnership (LLP), provides for a two-fold test for identifying a beneficial owner, which is as follows:


Any person:


who has 25% or more direct or indirect ownership or voting rights in the company or LLP;


irrespective of whether a natural person is identified under subparagraph (a) above, any natural person who controls the company or LLP; or


2)      If no one is identified under paragraph 1. above, any person who holds the position of officer of the company or LLP (only applies if no beneficial owner is identified under tests 1.a) or b)).


3)      The Regulations also provide for a definition of beneficial owner in relation to partnerships (other than an LLP), trusts and foundations.

Submission:       

Online via the ADGM RA portal https://newreg.adgm.com/                        
Use the Application Form “Appointment and/or Beneficial Owner”

Timeline:             

All applicable entities are required to maintain up to date beneficial ownership records and report changes to the Registrar within 15 days of a change.

Timeframe:        

KOUNTED 2-3 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:

                               

1. Register of Ultimate Beneficial Owners


2. Ownership Structure / Corporate Structure

 


If the UBO is a listed company 


3. A document evidencing the beneficial ownership as a publicly listed company (e.g. shareholder/member register, registry extract demonstrating the shareholding by the publicly listed company)

 


If the UBO is owned by the Federal Government 


4. A document evidencing beneficial ownership by the Federal Government of the UAE, or by any of the governments of the member Emirates of the UAE


5. Founding legislation in the English language (certified legal translation required if this was issued in a foreign language)

 


If the UBO is a company created by Emiri decree within the UAE 


6. A document evidencing beneficial ownership by an entity created by Emiri decree within the UAE


7. A copy of the Emiri decree in the English language (certified legal translation required if this was issued in a foreign language)

 


If the UBO is wholly owned by a government or government agency of a Relevant Jurisdiction 


8. A copy of the law, Ministerial Decree, or similar document evidencing the formation of the foreign government agency or government, whichever is applicable.

 


If the UBO is an individual who owns or controls (directly or indirectly) 25% or more of the shares or voting rights of the entity 


9. Valid passport copy of all current nationalities (and where applicable, passport copies of all previous nationalities even if these are now expired)


10. Proof of residential address (in the English language or certified legal translation to the English language, not older than three months)


11. Document evidencing beneficial ownership (certified legal translation required if this was issued in a foreign language, not older than three months)

 


If the UBO is an individual who controls the entity by other means 


12. Valid passport copy (and where applicable, passport copies of all previous nationalities even if these are now expired)


13. Proof of residential address (in the English language or certified legal translation to the English language, not older than three months)


14. Supporting documentation to evidence controls by other means (certified legal translation required if this was issued in a foreign language, not older than three months)

 

Applicable Legislation:   

                                               

ADGM BENEFICIAL OWNERSHIP AND CONTROL REGULATIONS

 https://en.adgm.thomsonreuters.com/rulebook/beneficial-ownership-and-control-regulations-2022

KOUNTED Fees:

Please add the KOUNTED fees

ADGM Fees:      

USD 100/- (the same fee applies to all legal entity types)

Fine:                     

Failure to comply with respective provisions of the regulations is subject to maximum of a Level 7 fine ($25,000)


LINKED FILES: