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  • DLT Foundations Framework

    DLT Foundations Framework

    World’s First Framework for Blockchain Foundations, DAOs, and Web3 Entities

    Designed in partnership with leading industry experts, this groundbreaking framework establishes a worldwide standard, providing a robust legal structure tailored for Blockchain Foundations, DAOs, and Web3 Entities. Embedded within the framework of English Common Law, ADGM’s regulatory environment promotes a thriving ecosystem for digital assets recognized globally.

    The framework excels in integrating Virtual Assets, facilitating the issuance of tokens and supporting diverse token governance strategies. It allows for innovative governance models through token voting and smart contracts, all while operating without the need for traditional bylaws.

    One of its core advantages is the elimination of the physical presence requirement, enabling entities to operate globally without geographical constraints.

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    Unique Benefits Why Choose ADGM DLT Foundations? FAQs Resources Contact Us
    Unique Benefits of DLT Foundations
    There are several key features and benefits that render ADGM’s DLT Foundations a unique proposition for blockchain foundations, DAOs, and other DLT-focused entities. From robust security and innovative governance to active industry participation, establishing independent legal personalities, and offering a flexible scope of activities, DLT Foundations sets a global benchmark, fostering a thriving ecosystem.
    Tailored framework addressing the unique needs of Blockchain Foundations and DAOs.
    One of the leading frameworks allowing for fast issuance of Utility Tokens.
    Facilitating decentralised governance through token voting and smart contract-enabled processes.
    Token Rights Clear guidelines on token rights, promoting transparent governance.
    Direct application of English Common Law, a global regulatory standard.
    Operational flexibility with an absence of bylaws, promoting diverse governance methods.
    Flexibility with operational setup without mandatory physical presence.
    Establishing ownerless legal structures that can engage in legal proceedings.
    Protecting Foundation's assets from foreign claims.
    Quick registration and competitive setup cost, ensuring a streamlined entry and operational readiness.
    Fantasy Medieval Roleplay Game Party Streamline Icon: https://streamlinehq.com Continuous engagement with industry stakeholders to align with evolving market needs.
    ADGM is uniquely positioned to quickly implement changes in it’s framework to reflect the needs of today and tomorrow.
    User Network Streamline Icon: https://streamlinehq.com Access to a vibrant, business-friendly ecosystem fostering operational efficiency and growth.
    Hierarchy 6 Streamline Icon: https://streamlinehq.comhierarchy-6 ADGMs regulations are built to provide highest degree of clarity.
    Leading Jurisdiction ADGM is a an IFC in the capital of UAE with a special status. It is ranked as the largest and most influential IFC in the Middle East and MENAs largest Fintech Hub.

    Why Choose ADGM DLT Foundations?

    Purpose-built

    Tailored Framework
    Created specifically for the DLT and Blockchain industry, addressing unique regulatory and operational requirements.

    Decentralisation
    Recognition of decentralized governance, allowing community participants to have authority and control while having no physical presence requirements

    Regulatory Clarity
    Well-defined legal and regulatory guidelines for token issuance, holding, and governance.

    Global Benchmark

    Global Precedence
    The first-of-its kind regime designed for Blockchain Foundations and DAOs.

    Tech-led Governance
    Developed in collaboration with industry participants to ensure alignment with the latest developments.

    Independent Legal Personality
    DLT Foundations as ownerless legal structures that can sue and be sued, operating in accordance with the Objects defined by the Founders.

    Operational Efficiency

    Straightforward Establishment
    Provides a straight-forward process of establishing as a new entity or migrating overseas Foundations to the UAE.

    Business-Friendly Ecosystem
    Providing access to a vibrant ecosystem with reduced bureaucracy, enabling entities to focus more on core operational activities, thus fostering efficiency and growth.

    360° Regulatory Support
    Providing comprehensive support for blockchain activities to facilitate a holistic and efficient regulatory ecosystem.

    Frequently Asked Questions

    1. How can I register a DLT Foundation?

    To register a DLT Foundation, you must engage with one of the Company Service Providers (CSPs) registered in ADGM. The selected CSP will be responsible for submitting an application to register a DLT Foundation to ADGM.

    Refer to a list of CSPs in the Resources section.

    2. How long does it take to register a DLT Foundation?

    Typically, the registration process for a DLT Foundation can be completed within one month. Achieving this timeline effectively depends on the quality of the submission and the promptness of responses to any requests for clarification during the registration process.

    3. Can a DLT Foundation issue Tokens?

    Yes, a DLT Foundation can issue utility token(s).

    4. How can I determine whether a token issued by a DLT Foundation is a utility token or a security token?

    The classification of a token as either a utility token or a security token is guided by specific regulations and guidance within ADGM. You can refer to the following documents for detailed criteria

    Additionally, you may lean on the following regulations, rulebooks and guidance notes:

    5. Are DLT Foundations allowed to conduct commercial or financial activities?

    No, a DLT Foundation cannot engage in commercial or financial activities that require a Financial Services Permission.

    For detailed guidelines on what constitutes permitted activities for DLT Foundations, please refer to the “Guidance on Permitted Activities for DLT Foundations” available in the Resources section.

    6. Can a DLT Foundation have subsidiaries that participate in commercial or financial activities?

    A DLT Foundation can establish subsidiaries both within the Abu Dhabi Global Market (ADGM) and in other jurisdictions.

    These subsidiaries may engage in commercial and regulated activities, provided they align with the DLT Foundation's objectives, are lawful, and obtain the necessary licenses from the relevant regulatory authorities.

    7. What are the requirements to a firm for issuing a Legal Opinion on the Charter of a DLT Foundation?

    The Legal Opinion is to be issued by a reputable legal counsel.
    While we do not endorse or prescribe a specific law firm for our applicants, we understand that selecting a knowledgeable partner is a common concern.

    You may find a list of law firms that have demonstrated familiarity with the DLT Foundations regulatory framework in the “Resources” section.

    8. Which companies can issue a security audit of the DLT Framework?

    ADGM does not endorse specific companies for conducting security audits of the DLT Framework. However, generally qualified entities include:

    • Law Firms with an existing technology practice
    • Consulting companies with technology practice
    • Blockchain security audit companies

    9. What types of companies are qualified to evaluate the White Paper and Tokenomics?

    Qualified entities for evaluating White Paper and Tokenomics include:

    • Law Firms with an existing technology practice
    • Consulting companies with technology practice
    • Blockchain security audit companies

    10. Is a Tokenomics Paper required for a DLT Foundation that does not issue tokens?

    No, a DLT Foundation that does not issue tokens is not required to provide a Tokenomics Paper.

    However, such foundations must submit a declaration signed by the Founder(s) affirming that there are no immediate plans to issue tokens.

    11. How should amendments, changes, and notifications be submitted to the Registrar for a DLT Foundation?

    Amendments, changes, and notifications for a DLT Foundation must be submitted to the Registrar through a Company Service Provider (CSP) that has been appointed to represent the DLT Foundation.

    12. What is the required process for submitting changes to the DLT Framework and smart contracts?

    It is mandatory to notify the Registrar about any changes made to the DLT Framework associated with a DLT Foundation including any smart contracts.

    When reporting changes, the following information must be meticulously detailed and submitted:

    • Nature of the Changes : A comprehensive description of the modifications implemented, including technical details and the scope of the changes.
    • Reasons for the Changes : An explanation of the factors or circumstances that necessitated these modifications. This might include enhancements, security updates, functional upgrades, or compliance adjustments.
    • Alignment with Governing Documents : A confirmation that the changes adhere to the foundation's governing charter and documents. This should establish that the modifications are in line with the strategic objectives, operational guidelines, and regulatory commitments of the DLT Foundation.

    In addition to the above, it is imperative that these changes are supported by a Security Audit Report. This report should be obtained from a reputable security firm with expertise in blockchain and smart contract audits. The audit report should:

    • Validate the security and integrity of the updated smart contract.
    • Ensure that the changes do not introduce any vulnerabilities or compliance issues.
    • Confirm that the smart contract continues to operate as intended and in accordance with the DLT Foundation's regulatory obligations.

    This notification must be done through a Company Service Provider (CSP) appointed to represent a DLT Foundation.

    Resources

    1. Regulations

    Distributed Ledger Technology Foundations Regulations
    International Accounting Standards
    Waivers and Modifications

    2. Registration Checklist

    DLT Foundations Registration Checklist

    3. Guidance

    Guidance on Permitted Activities for DLT Foundations

    4. Forms and templates

    ADGM DLT Foundations - Model Charter
    ADGM DLT Foundations - Resolution of Founder
    Notification of Appointment of Company Service Provider

    5. Fees

    Application and Notification Fees

    6. Company Service Providers (CSPs)

    CSP NameContact NameEmailBANKS LEGAL LIMITEDNathan Banksnathan@bankslegal.comTMF GROUP FIDUCIARY SERVICES LIMITEDStewart Adamsstewart.adams@tmf-group.comIDARAH CORPORATE LIMITEDSepide Foroutansepide.foroutan@idarah.comM-HQ LTDRima Chodhriquote@m-hq.comJ. AWAN & PARTNERS LIMITEDJehanzeb Awanjehanzeb@jawanpartners.comASSISS LTDYasmina Al Ammassiss@assiss.comGRIFFIN CORPORATE SERVICES LTDAndrew John Bakerandrew.baker@griffin-group.aeARGENTUM LAW LTDNicole Ruth Alvacsp@argentumlaw.comADS INVESTMENT SOLUTIONS LIMITEDMira Azouqamha.wam@ads-investments.comSANCTUARY CORPORATE SERVICES FZ LLCMukesh Poduvalcs@sanctuary.aeSTROLLA LLPAlfred Strollaalfred@strollal.aeELNAGGAR & PARTNERS LIMITEDAhmed Elnaggaralfred@strollal.ae10 LEAVES LIMITEDRohit Ghaiconnect@10leaves.aeKPI AHLI CHARTERED ACCOUNTANTSMahesha Shettymahesh@kpi.coCROWE MAK LLPUmesh Narayanappaumesh.narayanappa@crowe.aeAL TAMIMI & CO. CORPORATE SERVICES LIMITEDIzabella SzadkowskaI.Szadkowska@tamimi.comOCORIAN CORPORATE SERVICES (ME) LIMITEDNina Auchoyburuae@ocorian.comMIDDLE EAST TRUSTED ADVISORS LTDDr. Rassan Robert Azhariceo@azhari-law.com


    However, you may also engage another CSP licensed in ADGM. Visit the CSP page to view the full list licensed company service providers.

    7. Registered Auditors

    A list of ADGM registered auditors

    8. Which companies can issue a security audit of the DLT Framework?

    ADGM does not endorse specific companies for conducting security audits of the DLT Framework. However, generally qualified entities include:

    • Law Firms with an existing technology practice
    • Consulting companies with technology practice
    • Blockchain security audit companies

    9. Law Firms

    As part of the application to register a DLT Foundation, the registrar requests a legal opinion on.

    While we do not endorse or prescribe a specific law firm for our applicants, we understand that selecting a knowledgeable partner is a common concern. Below is a list of law firms that have demonstrated familiarity with our regulatory framework to assist you. Please note that the choice remains entirely at your discretion, ensuring you find the right match for your specific needs and objectives.

    Law Firm Contact Person Email
    Latham & Watkins Ksenia Koroleva ksenia.koroleva@lw.com
    DLA Piper Sophie Lessar sophie.lessar@dlapiper.com
    Banks Legal Nathan Banks nathan@bankslegal.com
    Karm Legal Ratul Roshan ratul@karmadv.com
    If you have questions or need any assistance, we're here to help Get in touch

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