Task:

[07.028-ADGM] - CORP SUPPORT # ALLOTMENT, TRANSFER AND MAINTAIN SHAREHOLDERS/CELL MEMBERS/NON-CELL MEMBERS FORM

Purpose:

This application form must be submitted by ADGM registered companies to notify the ADGM RA of one of the following transactions:

§ approve an allotment of shares, or

§ approve a transfer of shares,

§ update the details of its Shareholders

Legal Entities:

Companies with Share Capital (including Cell companies)

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) What is the transaction that needs to be recorded?

allotment of shares – issuance of new shares to new or existing shareholders

transfer of shares – transfer of existing shares to new or existing shareholders, may lead to cessation of shareholders

update the details of the Shareholders – e.g. change of name/nationality/address?

3) Will there be an appointment and/or cessation of Shareholders?

4) What is the respective transaction date for the allotment/transfer/change in the details of the shareholders?

3) For new shareholders:

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

4) Request for the supporting documents as below.

Pay Attention:

1) In the case of allotment of new shares – verify the following as additional transactions may need to be filed:

Will the shares be issued in an existing share class or a new share class? (Creation of a new share class may be required.)

Does the company have an authorised share capital and is the allotted amount within the limits of the authorised share capital? (If there is an authorised share capital and the new allotment would exceed this amount, then first an increase or removal of the authorised share capital would need to be filed.)

2) allotment of shares refers to issuance of new shares to new or existing shareholders

3) transfer of shares – transfer of existing shares to new or existing shareholders, may lead to cessation of shareholders

Submission:

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

Use the Application Form “Allotment, Transfer and Maintain Shareholders/Cell Members/Non-Cell Members”

allotment of shares – choose the option Allotment of Shares

transfer of shares - choose the option Allotment of Shares

update the details of the Shareholders - choose the option Change Particulars of Shareholders

Timeline:

allotment of shares - within one month

transfer of shares - as soon as practicable

update the details of the Shareholders - 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:

1) Allotment of Shares

1. Resolution approving the allotment of shares

2. Share Register

3. Shareholding Structure Chart

4. Valid passport copy of new shareholder. (For individuals) (and where applicable, passport copies of all previous nationalities even if these are now expired)

5. A certified true copy of the Certificate of Incorporation or Commercial License (or any similar documents) of the new shareholder (For corporate shareholders) (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) 6. Evidence of Appointment (This is the resolution approving the allotment)

7. Register of Ultimate Beneficial Owners

8. Documents that support the identification of Ultimate Beneficial Owners (e.g. share register of body corporate shareholders) (if applicable, i.e. in the case of the UBOs)

2) Transfer of Shares

1. Resolution approving the transfer of shares

2. Instrument of Transfer

3. Share Register

4. Shareholding Structure Chart

5. Valid passport copy of new shareholder. (For individuals) (and where applicable, passport copies of all previous nationalities even if these are now expired)

6. A certified true copy of the Certificate of Incorporation or Commercial License (or any similar documents) of the new shareholder (For corporate shareholders) (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) 7. Evidence of Appointment (This is the resolution approving the allotment)

8. Register of Ultimate Beneficial Owners

9. Documents that support the identification of Ultimate Beneficial Owners (e.g. share register of body corporate shareholders) (if applicable, i.e. in the case of the UBOs)

3) Maintain Shareholders Details

1. Valid passport copy. (For individuals) (and where applicable, passport copies of all previous nationalities even if these are now expired) Applicable if name or nationality changed

2. A certified true copy of the Certificate of Incorporation or Commercial License (or any similar documents) (For corporate shareholders) (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)