Task:                     

[07.031-ADGM] - CORP SUPPORT # ADD A NEW CLASS OF SHARES

Purpose:             

To be used by companies with share capital to approve the creation of a new class of shares.

Legal Entities:    

Companies

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) Does the company have a share capital?  


3) Does the company wish to issue one more new share classes?


4) Will the shares in the new share class directly be allotted to new or existing shareholders? (Separate allotment may be required to be filed in this case and KYC/EDD of new shareholders will be required.)

Pay Attention:   

1) This company is only relevant for companies that have an authorised share capital. It does not apply to Private Companies Limited by Guarantee and Private Company Unlimited without Shares.

                               

2) If the company’s articles of association are amended due to the increase in the amount of authorized share capital, the notice of amendment of articles of association can also be filed along with this form and additional fees will apply.

                               

3) Separate allotment may be required to be filed in this case and KYC/EDD of new shareholders and the relevant filings for additional charges will be required, if the shares are directly to be allotted to new shareholders.

Submission:       

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

Timeline:             

within one month from the creation of the new share class

Timeframe:        

KOUNTED 2-3 working days for drafting including drafting the online application


ADGM: 3 -5 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:

·         Resolution approving the creation of a new class of shares (ADGM prescribed template).

·         Share Register (refer to ADGM register of members for the suggested format)

·         Amended Articles of Association, if applicable (note that model article template cannot be used for this purpose as it does not include any reference to share capital)

·         Special resolution approving the amendment of Articles of Association, if applicable

Applicable Legislation:   

                               

ADGM Commercial Licensing Regulations https://en.adgm.thomsonreuters.com/sites/default/files/net_file_store/ADGM1547_16481_VER20240401.pdf                               

KOUNTED Fees:

Please add the KOUNTED fees

ADGM Fees:      

USD 100/-

                               

Additional USD100/- if filing amendment of the Articles of Association is required.

Fines:                   

Failure to file the notice on time will result to a fine of: USD300 if not filed within one month

                               

If filing amendment of the Articles of Association is required: USD 300 fine if the submission is not made within the prescribed timeframe of 14 days.

 

LINKED FILES: