An update on ADGM Corporate Service Providers Framework

The Abu Dhabi Global Market (ADGM), the International Financial Centre located in Abu Dhabi, has introduced a new legal framework that became effective on 12 April 2021, mandating the appointment of a Corporate Service Provider (CSP) for Special Purpose Vehicle (SPV) companies and foundations. 
 
Following a consultation paper issued in October 2020 on the use of CSPs, the ADGM has now implemented amendments to the following regulations: the Companies Regulations 2020, the Commercial Licensing Regulations 2015 and the Foundations Regulations 2017. This means that SPVs and foundations in the ADGM, unless exempt, must appoint an ADGM licensed CSP for Special Purpose Vehicle (SPV) companies and foundations.

The framework, which takes international best practice into account, is designed to address the challenges and risks associated with the success and increasing demand for ADGM’s SPVs and foundations structures, particularly where these entities do not have a direct connection to the UAE or to the ADGM and will position the ADGM as a leading jurisdiction for the provision of company services. 

Equiom’s CSP Services

Equiom Corporate Services (Middle East) Ltd ADGM Branch is an experienced and trusted CSP provider, licensed to provide fully compliant CSP services in the ADGM, to include without limitation, the following:

• acting as an incorporation agent in connection with the incorporation of an entity in the ADGM
• providing company services to an entity incorporated or registered in the ADGM
• acting as a registered office provider to an entity incorporated or registered in the ADGM
• providing directors, authorised signatories, company secretaries, registered agents, MLRO, finance officers, risk officers, or other offices to an entity incorporated or registered in the ADGM
• providing nominee shareholders of companies to an entity incorporated or registered in the ADGM
• providing diligent record-keeping, to include the company books, registers and constitutional documents
• attending to filings pursuant to ADGM regulations

Who is exempt?

An SPV is exempt if it is a subsidiary undertaking any of the following:

• a person exempt from the requirement to obtain a licence in order to practise a controlled activity in or from the ADGM
• a person authorised to undertake a regulated activity in the ADGM
• a person licensed or regulated by the UAE Central Bank
• a company whose shares are admitted to trading on a regulated market in the UAE (including the ADGM)
• a company that has demonstrated to the satisfaction of the Registrar an adequate presence in the UAE, having regard to (amongst other things) the company’s assets, turnover and employees in the UAE, as well as its governance, policies and procedures

Foundations that can demonstrate resources, experience and personnel in the UAE, adequate governance, policies and procedures, all of which are subject to the satisfaction of the Registrar, will be exempt.

Important deadlines to note:

• if incorporated before 17 March 2021, a CSP must be appointed prior to the next license renewal or by 11 April 2022 (whichever is earlier) 
• if incorporated after 17 March 2021 but before 12 April 2021, a CSP must be appointed before license renewal date
• if incorporated after 12 April 2021, a CSP must be appointed from the date of incorporation or registration (whichever applies)

SPVs and foundations are required to cooperate with, and provide documents as required to the CSP to enable it to comply with its obligations and SPVs, foundations and CSPs, their officers and councillors, will be held liable for failures to satisfy the regulatory requirements introduced.

For more information about how we can assist you with your ADGM requirements, please contact Akeela Bharuchi.