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Exempt SPVs and foundations
SPVs and foundations that demonstrate to the satisfaction of the Registrar they meet the exemption critera, as set out under section 296A(3) of the Companies Regulations 2020 or section 18(2) of the Foundations Regulations 2017, as amended, are not required to appoint a Company Service Provider under the CSP Framework.
If you are unsure of whether your SPV or foundation meets the exemption criteria, you can use our tool on the Guidance and Resources page here
Exempt SPVs include a body corporate that is a parent or subsidiary undertaking of any of the following:
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Description |
Explanation who falls into this category |
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a) persons exempt under the ADGM Commercial Licensing Regulations 2015 (Exemptions) Order 2020
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A body corporate established pursuant to (i) any law or decree issued by His Highness the Rule of the Emirate of Abu Dhabi (including the ADGM Founding Law), or (ii) any Federal Law (other than Federal Law No. 8 of 1984 concerning Commercial Companies, as the same may be amended or re-enacted from time to time). A body corporate that is a subsidiary undertaking of a body corporate specified in paragraph above. The International Bank for Reconstruction and Development and the International Development Association, commonly known as the “World Bank”. |
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b) an authorised person within the meaning of the ADGM Financial Services and Markets Regulations 2015 |
A legal entity currently registered in ADGM holding a current Financial Services Permit issued by ADGM Financial Services Regulatory Authority |
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c) persons licensed or regulated by the Central Bank of the United Arab Emirates |
Legal entities holding a valid license or authorisation, as applicable, issued by UAE Central Bank. For the current list of the financial institutions currently licensed by the UAE Central Bank, please refer here: https://www.centralbank.ae/en/financial-institutions |
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d) a company whose shares are admitted to trading on a regulated market in the United Arab Emirates, including in Abu Dhabi Global Market |
Legal entities whose shares are admitted to the following regulated markets in the UAE: https://www.adx.ae/English/Pages/default.aspx Other UAE regulated markets |
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e) a company that has demonstrated to the satisfaction of the Registrar to have adequate presence in the United Arab Emirates |
Please refer to the guidance note which provides details of how to demonstrate adequate presence in the UAE (section 2.3 in the guidance note below) |
An exempt foundation is a foundation that is able to demonstrate to the satisfaction of the Registrar to have substantial resources, experience and personnel in the UAE, and adequate governance policies and procedures. Please refer to the guidance note which provides details of how to demonstrate adequate presence in the UAE.
Guidance and forms
To assist those considering an ADGM SPV or foundation, and whether or not it would meet the exemption criteria, the Registration Authority has issued guidance available below.