You must submit audited accounts to the Registration Authority if the (small) company falls into either of the following categories:

• a public interest entity; or

• a financial institution (other than a FinTech Participant).

                                A company is dormant if it has had no ‘significant accounting transactions’ during the accounting period. A significant accounting transaction is one which the company should enter in its accounting records.

However, when determining whether a company is dormant the following transactions can be disregarded:

• payment for shares taken by initial members in connection with the formation of the company;

• fees paid to the Registrar for a change of company name, the re-registration of a company and for filing a confirmation statement; and

• payment of a penalty for the late filing of accounts.

1.       Account filing extension applications

The Registrar may, for any special reason he thinks fit, approve an application to extend a deadline for filing accounts. Applications requesting approval for extending the period of filing must be submitted prior to the filing due date.

2.       Restricted Scope Companies

A Restricted Scope Company will not be required to file annual accounts unless the Registrar has given notice to it to deliver its annual accounts.

3.       Accounting Reference Period

The first Accounting Reference Period is a period of more than six months but not over 18 months from date of incorporation.

4.       Public companies are required to lay accounts before a general meeting. Private companies are obliged to circulate a copy of accounts and reports to members when filing to the Registrar.

5.       A company’s director must prepare the director’s report and deliver the accounts and reports required for each financial year to the Registrar (except RSCs and Foundations).

6.       Small companies, defined with a turnover of not more than USD 13.5M and not over 35 employees, are required to file a balance sheet only.  Medium-sized or general companies must submit audited accounts and a director’s report.

7.       Note: whilst branches and Foundations must maintain accounting records, they are not required to file them annually with the Registrar.

8.       Generally, all limited companies, whether they trade or not, must prepare and deliver accounts to the Registration Authority. However, one exemption to this requirement applies to dormant subsidiaries. In addition, dormant companies may be eligible for an exemption from audit.

 Every ADGM company or LLP will have an Accounting Reference Date or ARD. For example, 31 December 2020. This will be the date from which the deadline for filing the accounts will be calculated. The ARD is set at the time of incorporation and registration and can be viewed on the ADGM online registry system.

Generally, filing deadlines for annual accounts will be as follows:

First annual accounts - For new private companies or LLPs filing their first annual accounts, the deadline for filing its annual accounts will depend if they have a short or long first financial year.

                                If the financial year is 12 months or less, then the first set of annual accounts must be filed within nine (9) months of its ARD.

If the financial year is more than 12 months, then the first set of annual accounts must be filed within nine months of its first anniversary of incorporation; and

Subsequent annual accounts - For existing private companies or LLPs filing their second or subsequent annual accounts, the annual accounts must be filed within nine (9) months of its ARD.

                                For example, a company incorporated on 11 November 2019 with an ARD of 31 December 2020 will have a first financial year greater than 12 months. That is, it has a long first financial year (being the period from incorporation, 11 November 2019, through to 31 December 2020).

Therefore, its annual accounts must be filed within nine (9) months of its first anniversary of incorporation. In this case, by 11 August 2021 (i.e. nine months from 11 Nov 2020).

                                Using the above example further, in the following year the company’s ARD will be 31 December 2021. Its deadline to file its next annual accounts will then be nine (9) months from the ARD, namely 30 September 2022.

Please note that the descriptions above refer to private companies or LLPs. For public companies, the period for filing is six (6) months, rather than nine.

depend on the type and size of the company or LLP, and the activities conducted. Usually copies of the following must be filed:

·         Audited annual accounts audited by an ADGM Recognised Auditor (to find a Recognised Auditor, click here);

·         Auditors Report;

·         Director’s Report; and

·         Board resolution approving the accounts.

Small companies

However, if the firm qualifies as a “small” company or LLP under the small companies regime, it may file a simplified version of accounts instead that includes a copy of the following:

·         Unaudited balance sheet.

To be eligible as a “small” company or LLP, a firm’s turnover must not be more than USD 13.5 million and the firm must not have more than 35 employees. Public interest entities and firms providing financial services are not eligible to file simplified accounts under the small companies regime.

If the firm qualifies for and files an unaudited balance sheet under the small companies regime, the unaudited balance sheet must contain a statement that it has been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

Formal requirements

There are other formal legal requirements that must be followed when preparing annual accounts. Some of these include the following:

·         Annual accounts must be denominated in U.S. Dollars (USD);

·         All balance sheets must be signed on behalf of the board by a director and the name of that director must also be stated on the balance sheet;

·         For audited accounts only, the directors report must be signed by a director or the company secretary and the name of that person must be stated; and

·         For audited accounts only, the auditor’s report must state the name of the audit firm and state the name of the person who signed it as senior auditor.

·         If the incorrect type of accounts has been filed, or they do not comply with legal requirements, the Registration Authority may return the accounts for revision.