Beneficial Ownership and Control

Background

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.

Applicability

ADGM’s Beneficial Ownership and Control Regulations 2022 (the ‘BOCR 2022’) apply to all legal entities operating within ADGM, except for branches of foreign companies or foreign partnerships.

Application of amended Regulations:

BOCR 2022 was published on 26 October 2023, wherein all existing licensees incorporated prior to 26 October 2023 (i.e. licensees to whom the Beneficial Ownership and Control Regulations 2018 (“BOCR 2018”) still apply until 26 April 2024), 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 BOCR 2018.

As of 26 April 2024, BOCR 2018 will be repealed.

*UPDATE – Registration Authority No Action Position until 31 July 2024*

On 22 February 2024, an amendment to BOCR 2022 was enacted (the Beneficial Ownership and Control Regulations (Amendment No. 1) 2024 (the “Amendment”)). The purpose of the Amendment is to clarify the so called ‘cascade’ approach to identifying beneficial owners of legal persons.

As a result of the Amendment, the RA has introduced a no action position for completing and updating beneficial ownership and control information with the RA.

As per the no action position, applicable ADGM licensees have until 31 July 2024 to complete or update their beneficial ownership and control information with the RA, via the RA’s online registry system.

When populating UBO information in the online registry system, the appointment date of any appointments of beneficial owners / controllers should be completed as per the actual / original appointment date.

As a result of the no action position, where the appointment occurred prior to the statutory timeframe for filing with the RA, i.e. more than 15 days ago, the RA will not be imposing late filing penalties for those UBO details populated in the system by no later than 31 July 2024.

The no action position does not apply to late UBO filings submitted to the RA prior to 26 October 2023.

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 two-fold test for identifying a beneficial owner, which is as follows:

1. Any person:

1. who has 25% or more direct or indirect ownership or voting rights in the company or LLP;
2. irrespective of whether a natural person is identified under subparagraph (a) above, any natural person who controls the company or LLP; or

1. If no one is identified under paragraph 1. above, any person who holds the position of officer of the company or LLP (only applies if no beneficial owner is identified under tests 1.a) or b)).

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.

Sanctions

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

Accessibility

• 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.