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Some of our FAQ topics
  • Getting started
  • Foundations regime
  • Resolution for incorporation
  • Existing auditors
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  • Beneficial Ownership and Control


    Identification of corporate beneficial ownership and control is an important tool in the fight against money laundering and other financial crime. Beneficial ownership identification forms an integral part of ADGM’s application review process in registering a legal entity in ADGM. An applicant must provide such information at the time of incorporation and this information must be kept up to date during the life cycle of the legal entity.

    In particular, applicable ADGM entities must keep a record of the required particulars of their beneficial owners in a ‘record of beneficial owners’ and notify the Registrar of any changes in beneficial ownership.



    ADGM’s Beneficial Ownership and Control Regulations 2022 (the ‘Regulations’) apply to all legal entities in ADGM, except for:

    • Branches of foreign companies or foreign partnerships;
    • Public listed companies; or
    • Entities owned by Federal Government entities, or other governments of the members of Emirates of the United Arab Emirates.


    Application of amended Regulations:

    All existing licensees incorporated prior to 26 October 2023 (i.e. to whom the Regulations 2018 still applies), may have their beneficial ownership details populated in the new ADGM RA registry system, as per the design of the system, from now onwards, without contravening Regulations 2018. Accordingly, we would encourage firms to do sooner rather than later, because as of 26 April 2024, Regulations 2018 will be repealed and such firms must have completed their details in the registry system from this date.

    The appointment date of any appointments of beneficial owners should be completed as per the actual / original appointment date.

    Where the appointment occurred in the past, i.e. more than 15 days ago (as will no doubt be the case for many UBOs), the RA will not be imposing any late filing penalties for those UBO details populated in the system before 26 April 2024.


    Identification of beneficial owners and controllers

    The definition of a beneficial owner, in relation to a company or limited liability partnership (LLP), provides for a three-fold test for identifying a beneficial owner, which is as follows:

    1. Any person who has 25% or more direct or indirect ownership or voting rights in the company or LLP;
    2. Any person who controls the company or LLP; or
    3. Any person who holds the position of officer of the company or LLP (only applies if no beneficial owner is identified under tests 1 or 2).

    The Regulations also provide for a definition of beneficial owner in relation to partnerships (other than an LLP), trusts and foundations.


    Registry filing obligations

    • All applicable entities are required to maintain up to date beneficial ownership records and report changes to the Registrar within 15 days of a change.



    • Failure to comply with respective provisions of the regulations is subject to maximum of a Level 7 fine ($25,000).



    • The Record of Beneficial Owners is not published publicly for privacy reasons.
    • Access to the Record of Beneficial Owners is limited to designated personnel of ADGM Registration Authority only.
    • The Registrar may only disclose beneficial ownership information to third parties in accordance with the requirements of section 967 of the Companies Regulations or on the consent of the legal entity to whom the information relates.


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