CONSULTATION PAPER
NO. 5 OF 2020
PROPOSED INTRODUCTION OF
THE COMPANY SERVICE
PROVIDERS FRAMEWORK
27 October 2020

Consultation Paper No.5 of 2020
CONTENTS
Introduction.......................................................................................................................3
Background.......................................................................................................................5
Key Features of he Proposed CSP Framework ..................................................................5
Requirements on Spvs and Foundations............................................................................5
Exempt Spvs and Foundations ...................................................................................6
Requirements on Csps......................................................................................................6
New controlled activity of Providing Company Services...............................................6
New Regulatory Requirements On Csps.....................................................................6
Client Money Rules ....................................................................................................7
Proposed implementation..................................................................................................8
Changes to the current ‘Corporate Services Provider’ business activity........................8
Impact on Registered Agents of Foundations..............................................................8
Transition Periods ......................................................................................................9
Summary of Proposed Legislative Amendments.................................................................9
Proposed amendments and enactments............................................................................9

Consultation Paper No.5 of 2020
Why are we issuing this paper?
The Abu Dhabi Global Market (ADGM) Registration Authority (RA) have issued this Consultation Paper to invite public feedback and comments on the proposal to introduce a framework for the regulation of Company Service Providers in ADGM (CSP Framework). The proposed regulatory amendments to the Commercial Regulations and Rules incorporating the CSP Framework provisions and other miscellaneous and consequential amendments are set out in Annexures A– C and Appendices I – 6 to this Consultation Paper. Who should read this paper? The proposals in this Consultation Paper would be of interest to individuals, organisations and investors that have a presence in, or an interest in establishing a presence in, ADGM or otherwise doing business in ADGM, and their professional advisors. In particular, current and prospective ADGM-based special purpose vehicles / companies and foundations, licensed persons engaged in the business activity of being a ‘corporate services provider’, ‘registered agents’ and those persons wishing to conduct company service activities in or from ADGM may benefit from the proposed CSP Framework set out in this Consultation Paper. How to provide comments All comments should be in writing and sent to the address or email specified below. If sending your comments by email, please use the Consultation Paper number in the subject line. If relevant, please identify the organisation you represent when providing your comments. The RA reserves the right to publish, including on its website, any comments you provide, unless you expressly request otherwise at the time of making any comments. Comments supported by reasoning and evidence will be given more weight. What happens next? The deadline for providing comments on this proposal is Tuesday, 24 November 2020. After receiving your comments, we shall consider whether any modifications are required to the proposals and the Board and the RA will then proceed to enact the proposals in their final form. You should not act on these proposals until these proposals are finalised and the final Regulations, Rules and guidance are issued by the Board and the RA. We shall issue a notice on our website when this happens. Introduction

Consultation Paper No.5 of 2020
Comments to be addressed to:
Consultation Paper No. 5 of 2020
Registration Authority
Abu Dhabi Global Market Square
Al Maryah Island
PO Box 111999
Abu Dhabi, UAE
Email: consultation@adgm.com

Consultation Paper No.5 of 2020

1. Registered agents are used in many jurisdictions around the world for certain company types.
   The purpose of registered agents varies across jurisdictions, from providing formation services to ongoing support such as registered address, record keeping, filing and service of documents services.
2. The success and increasing demand for ADGM’s Special Purpose Vehicles (“SPVs”) and
   foundations, not only from within the UAE but globally, has brought with it several challenges and risks, particularly for those entities that do not have in all circumstances a direct connection to the UAE or to the ADGM. To address these challenges and mitigate any risks they may pose to ADGM, the RA, after careful consideration of the various legislative and regulatory regimes worldwide, is proposing to introduce a proportionate and balanced CSP Framework in ADGM.
3. To determine the approach best suited to ADGM, the RA conducted a substantive
   benchmarking exercise across a variety of jurisdictions, including the United Kingdom, Singapore, Bermuda, Guernsey, Jersey and the British Virgin Islands (BVI).
4. The proposed CSP Framework follows international best practice and aims to establish a
   robust regulatory framework for CSPs within ADGM. To this end, the CSP Framework would introduce a requirement for certain SPVs and foundations to appoint an ADGM-based CSP, and a set of regulatory obligations on CSPs.The CSP Framework would supplement ADGM’s existing regulatory framework, while the Registrar’s powers relating to the SPVs and foundations will remain unchanged.
5. One of the objectives of the proposed CSP Framework is to ensure that the Registrar has a
   locally-based contact or interface in respect of certain ‘non-exempt’ SPVs and foundations. Under the CSP Framework, the appointment of a CSP will be mandatory for these SPVs and foundations, both for incorporation, and throughout the lifecycle of the entity. To do so, the proposed CSP Framework will impose certain obligations on both the applicable ‘non-exempt’ SPVs and foundations.
6. The other objective of the proposed CSP Framework is to impose certain obligations on
   ADGM-based CSPs.
   REQUIREMENTS ON SPVS AND FOUNDATIONS:
7. Subject to certain exemptions summarised below, the CSP Framework will, among other
   things:
   a. require ‘non-exempt’ SPVs and foundations to appoint an ADGM-based CSP; b. facilitate the Registrar’s access to corporate registers and simplify the process of serving documents by empowering CSPs to accept service on behalf of the ‘non￾exempt’ SPVs and foundations; and
   c. impose appropriate penalties and enhance the Registrar’s striking off powers under the
   Companies Regulations.
   Background
   Key Features of the Proposed CSP Framework

Consultation Paper No.5 of 2020
Exempt SPVs and Foundations
8. ADGM SPVs that form part of a corporate group with a well-established presence in the UAE
or are wholly owned subsidiaries of any of the following are proposed to be exempt from the CSP Framework:
a. entities that are exempt from obtaining a commercial licence under the Commercial Licensing Regulations 2015; b. ADGM-incorporated operational parent entities with a physical presence in ADGM;
c. persons authorised to provide financial services in the UAE; and
d. companies that can demonstrate that they have substantial assets, turnover and employees in the UAE, as well as adequate governance policies and procedures.
9. Similarly, foundations that can demonstrate that they have sufficient resources, expertise and
staff in the UAE are not required to appoint a CSP.
REQUIREMENTS ON CSPs:
10. In respect of ADGM-based CSPs, the CSP Framework will, among other things, introduce:
a. a new controlled activity of ‘Providing Company Services’; b. a set of new regulatory requirements on CSPs; and
c. a requirement for CSPs that hold or control client money to comply with the client
money rules.
New controlled activity of Providing Company Services
11. ‘Providing Company Services’ is proposed to be a new controlled activity if it is carried on by
way of business and includes acting as an incorporation agent in connection with the incorporation or registration of bodies corporate in the ADGM, providing directors, company secretaries, councillors or nominee shareholders of companies to any body corporate in the ADGM. New regulatory requirements on CSPs
12. The CSP Framework proposes to introduce a number of regulatory requirements on CSPs,
including:
a. a requirement to satisfy the Registrar that an applicant for a licence to provide company services meets, or upon grant of a licence will meet, the specific licence conditions applicable to this controlled activity, namely -
i. it is a fit and proper person to hold such a licence, having regard to, among other
things, the nature, scale and complexity of the CSP activities in ADGM,
ii. it maintains and adheres to all compliance arrangements, including policies,
controls, processes and procedures,
Q1: DO YOU AGREE WITH THE PROPOSED EXEMPTION CATEGORIES? IF NOT PLEASE EXPLAIN WHY?

Consultation Paper No.5 of 2020
iii. it conducts, or will conduct, its business in a prudent manner, including the
requirement to maintain a capital base of at least USD 25,000 and insurance cover of an amount that is adequate to manage the CSP business effectively and responsibly,
iv. it has adequate resources to conduct and manage its affairs, including adequate
financial and system resources as well as adequate and competent human resources; and b. an obligation on a departing CSP to cooperate with any successor CSP in a transition (in the event of a change in CSP).
13. In addition to the requirements imposed by the CSP Framework summarised above, where
a licensed CSP is conducting, or proposing to conduct, activities outsourced to it under the UAE Economic Substance regime, the CSP may also be required to have in place additional policies, controls and procedures as a consequence of providing its services in accordance with that regime. Client Money Rules
14. CSPs that hold or control ‘client money’ will be subject to additional obligations under the
proposed Commercial Licensing Regulations 2015 (Client Money) Rules 2020 (“Client Money Rules”), at Appendix 4. The Client Money Rules have been benchmarked on similar requirements in other common law jurisdictions, including Guernsey, and are proposed be introduced in a risk-based, balanced and proportionate manner, taking into account the nature, scale and complexity of CSPs’ operations.
15. The Client Money Rules are designed to safeguard money belonging to clients against
potential misuse, misappropriation or fraud. This is consistent with RA and ADGM objectives, and aims to ensure the quality and calibre of ADGM-based CSPs and align the CSP Framework with international good practice.
16. CSPs that hold or control client money must comply with the client money provisions and
have in place the necessary policies, systems and controls in relation to, for example, the handling, identifying, segregating and depositingof client money, to prevent the inappropriate use of client money. The Registrar proposes to publish a Guidance Note to assist with the interpretation of the Client Money Rules. Q2: DO YOU AGREE WITH THE BREADTH OF THE NEW CONTROLLED ACTIVITY OF ‘PROVIDING COMPANY SERVICES’? Q3: DO YOU AGREE WITH THE SCOPE OF THE CSPS’ OBLIGATIONS? Q4: DO YOU AGREE WITH THE PROPOSED SCOPE OF THE CLIENT MONEY RULES? DO YOU HAVE ANY CONCERNS ABOUT HOW ADGM-BASED CSPs WILL COMPLY WITH THE PROPOSED CLIENT MONEY PROVISIONS?

Consultation Paper No.5 of 2020
Changes to the current ‘Corporate Services Provider’ business activity
17. It is proposed that the current Corporate Services Provider business activity (i.e. Business
Activity No. 7021, as described in the ‘Category B – Non Financial Permitted Business Activities List’ at https://www.adgm.com/documents/faqs/adgm-category-b-non-financial￾permitted-business-activities.pdf) will be phased out by the end of the transition period for CSPs.
18. Persons currently licensed to conduct Corporate Services Provider activity can choose to
either:
a. transition to the newCSP Framework and apply to conduct one or more CSP activities

• on the expiration of the 6 months’ transition period, the existing business activity of
  being a Corporate Service Provider will be removed from their licence; or b. limit their activities to being a ‘Registered Office Provider’ only, and remain outside the CSP Framework 1 . To facilitate this, a new business activity, ‘Registered Office Provider’, is proposed to be introduced.

19. Persons who currently –
    a. conduct the business activity of acting as a Registered Office Provider, or b. advise on the incorporation and registration of bodies corporate within ADGM as an incidental part of conducting the business activities of management consultancy, compliance consultancy, legal consultancy or accountancy, will not be subject to, nor eligible for appointment as a CSP under, the proposed CSP Framework, unless they transition to the new CSP Framework. Impact on Registered Agents of Foundations
20. Under the current Foundations Regulations 2017 (“Foundations Regulations”), the
    appointment of a registered agent is optional. It is proposed that the Foundations Regulations be amended so as to oblige ‘non-exempt’ foundations to appoint a CSP at the end of a transition period, unless the foundation has sufficient resources, expertise and staff in the UAE to satisfy the Registrar that such an appointment is not necessary.
21. It is not proposed that CSPs be obliged to maintain any registers of foundations, nor have
    access to the financial records of foundations.

1 Note: Registered Office Providers w ill still fall w ithin the definition of a DNFBP and be subject to the FSRA’s AML and Sanctions Rules and Guidance. Q5: DO YOU HAVE ANY CONCERNS WITH THE PROPOSED APPROACH? ARE THE PROPOSED CARVE-OUTS) APPROPRIATE? Proposed Implementation

Consultation Paper No.5 of 2020
22. ADGM expects that the majority of the current registered agents of ‘non-exempt’ foundations
will apply for a commercial licence to provide Company Services and will therefore continue their operations without interruption. Transition Periods
23. To promote orderly integration of, and compliance with, the proposed CSP Framework, we
propose two transition periods:
a. for current ‘Corporate Service Providers’ wishing to engage in CSP activities under the CSP Framework - 6 months’ transition period; and b. for ‘non-exempt’ SPVs and foundations:
i. 12 months for existingSPVs and foundations to comply with the CSP Framework;
and
ii. 8 months for newSPVs and foundations to comply with the CSP Framework.
24. The proposed regulatory framework for the CSP Framework comprises –
a. amendments to ADGM Regulations to introduce a requirement for non-exempt SPVs and foundations to appoint a CSP - see proposed:
i. new Chapter 2 of Part 12 of the Companies Regulations 2020 (at Annex A);
ii. amendment to section 18 of the Foundations Regulations 2017 (at Annex B);
and
iii. amendment to section 1 of the Commercial Licensing Regulations 2015 (at
Annex C);
b. amendments to, including repeal and re-enactment of, the following Rules –
i. Commercial Licensing Regulations 2015 (Controlled Activities) Rules to create a
new controlled activity of ‘providing company services’ and effect other miscellaneous and consequential amendments (at Appendix 1);
ii. Commercial Licensing Regulations 2015 (Conditions of Licence and Branch
Registration) Rules to introduce conditions for ADGM CSPs (at Appendix 2); and
iii. Business and Companies Names Rules to effect consequential amendments (at
Appendix 3);
iv. Commercial Licensing Regulations 2015 (Fees) Rules to clarify the fees payable
in regard to the appointment/cessation and changes in particulars of authorised signatories (at Appendix 5); and Q6: DO YOU HAVE ANY CONCERNS WITH, OR FEEDBACK ON, THE PROPOSED APPROACH? Summary of Proposed Legislative Amendments Summary of Proposed Legislative Amendments Summary of Proposed Legislative Amendments Summary of Proposed Legislative Amendments Summary of Proposed Legislative Amendments Summary of Proposed Legislative Amendments Summary of Proposed Legislative Amendments Summary of Proposed Legislative Amendments Summary of Proposed Legislative Amendments Summary of Proposed Legislative Amendments Summary of Proposed Legislative Amendments

Consultation Paper No.5 of 2020
v. Companies Regulations (Fees) Rules to clarify the fees payable in respect of
changes in particulars and to effect other consequential amendments (at
Appendix 6); and
vi. enactment of new Commercial Licensing Regulations (Client Money) Rules 2020
(at Appendix 4) to introduce control mechanisms on the CSPs’ handling of client money.
25. In addition to the revisions comprising the regulatory framework for the CSP Framework
summarised above, we have also taken this opportunity to introduce a number of miscellaneous amendments to the Commercial Regulations and Rules, including – a. defining the concept of ‘business activities’, which is a classification based on the International Standard Industrial Classification of All Economic Activities published by the Department of Economic and Social Affairs of the United Nations Secretariat; b. simplifying the existing provisions in relation to application for licence and available cross-border exemptions from the commercial licensing requirements in ADGM;
c. clarifying of the scope of the general prohibition under the Commercial Licensing
Regulations; and d. removing fees that would otherwise be payable to the Registrar for change in address or other particulars, where the change is attributable solely to the CSP changing its address.  Annex A Companies Regulations 2020 (Amendment No. 2) 2020  Annex B Foundations Regulations 2017 (Amendment No. 2) 2020  Annex C Commercial Licensing Regulations 2015 (Amendment No. 1) 2020  Appendix 1 Commercial Licensing Regulations 2015 (Controlled Activities) Rules  Appendix 2 Commercial Licensing Regulations 2015 (Conditions of Licence and Branch Registration) Rules 2020  Appendix 3 Business and Companies Names Rules 2020  Appendix 4 Commercial Licensing Regulations 2015 (Client Money) Rules 2020  Appendix 5 Commercial Licensing Regulations 2015 (Fees) Rules 2020  Appendix 6 Companies Regulations (Fees) Rules 2020 Proposed Amendments and Enactments Proposed Amendments and Enactments Proposed Amendments and Enactments Proposed Amendments and Enactments Proposed Amendments and Enactments Proposed Amendments and Enactments Proposed Amendments and Enactments Proposed Amendments and Enactments Proposed Amendments and Enactments Proposed Amendments and Enactments Proposed Amendments and Enactments PROPOSED AMENDMENTS AND ENACTMENTS PROPOSED AMENDMENTS AND ENACTMENTS PROPOSED AMENDMENTS AND ENACTMENTS PROPOSED AMENDMENTS AND ENACTMENTS PROPOSED AMENDMENTS AND ENACTMENTS PROPOSED AMENDMENTS AND ENACTMENTS PROPOSED AMENDMENTS AND ENACTMENTS

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Annex A
COMPANIES REGULATIONS (AMENDMENT No. 2) 2020

Annex A
COMPANIES REGULATIONS (AMENDMENT No. 2) 2020 Regulations to amend the Companies Regulations 2020 Date of Enactment: [•] The Board of Directors of the Abu Dhabi Global Market, in exercise of its powers under Article 6(1) of Law No. 4 of 2013 concerning the Abu Dhabi Global Market issued by His Highness the Ruler of the Emirate of Abu Dhabi, hereby enacts the following Regulations.

1. AMENDMENTS TO THE COMPANIES REGULATIONS 2020
   (1) The Companies Regulations 2020 are amended as follows:
   (2) In paragraph 418(5)(a), delete the words “(where the auditor is a firm)”. (3) In paragraph 420(4)(a), delete the words “(where the auditor is a firm)”. (4) In paragraph 421(4)(a), delete the words “(where the auditor is a firm)”. (5) In Section 447, a new sub-section (5) is inserted immediately after sub-section (4) as follows:
   "A company that is not exempt from audit must appoint an auditor who is eligible for appointment under Part 35 of these Regulations and any Rules made thereunder, including, in the case of public interest entities and financial institutions, satisfying any additional requirements for auditors of such companies." and sub-sections (5) and (6) are renumbered accordingly. (6) In sub-section 473(3):
   (a) delete the words “Where the auditor is a firm” and replace those words with “The”; (b) insert the words “of the company’s auditor” immediately after the word “right”. (7) Section 475 is replaced by the following:
   "475. Senior auditor
   (1) The senior auditor means the individual appointed by the audit firm as the audit principal in relation to the audit in accordance with Rules made by the Registrar under Part 35 of these Regulations. (2) The senior auditor must be eligible for appointment as audit principal of the company in question, including, in the case of public interest entities and financial institutions, satisfying any additional requirements for audit principals of such companies." (8) In paragraph 476(1)(a), delete the words “(where the auditor is a firm)”.

Annex A
(9) In sub-section 477(1), delete the words “where the auditor is a firm,”. (10) In paragraph 477(2)(b)(iii), delete the words “(where the auditor is a firm)”. (11) Section 491 is amended as follows:
(a) in the title to the section the words “appropriate audit authority” are deleted and the word “Registrar” inserted; (b) in paragraph 491(1)(b) the word “his” is deleted and the word “their” inserted; (c) in paragraph 491(1)(c) the words “the appropriate audit authority and” are deleted; and (d) in paragraph 491(2)(a):
(i) the words “appropriate audit authority” are deleted and the word “Registrar” inserted; (ii) the words “he has” are deleted and the words “they have” inserted”; (e) in paragraph 491(2)(b), delete the words “by him”; (f) in sub-section 491(3), delete the word “his” and insert “their”; (g) in paragraph 491(4)(a), delete the word “he” and insert “they”; (h) in sub-section 491(7), delete the words “A person” and insert the words “An auditor”; (i) in sub-section 491(8), delete the words “If that person is a firm” and insert the word “A”; (j) in sub-section 491(9):
(i) delete the words “A person” and insert the words “An auditor and any officer of the auditor”; (ii) delete the words “he shows” and insert the words “they show”; and (iii) delete the word “he” before the word “took” and insert the word “they”. (k) in sub-section 491(10), delete the words “A person” and insert the words “An auditor”. (12) Section 1032 is replaced by the following:
"1032. Eligibility for appointment as an auditor No firm may be appointed or act as an auditor of an audited person unless the first￾mentioned firm is:
(a) registered or treated as having been registered as an auditor pursuant to rules made by the Registrar under section 1032A;

Annex A
(b) holds any permit as may be required to act as such auditor; and (c) is otherwise in compliance with the requirements of this Part." (13) The following new sections 1032A and 1032B are inserted after section 1032:
"1032A. Registration of auditors and audit principals (1) The Registrar may make rules which require or allow:
(a) the registration of auditors and certain individuals who are appointed by an auditor with responsibility for managing the conduct or provision of audit services by the auditor or for signing on behalf of the auditor audit or other reports or any other matters as may be provided for in such rules ("audit principals"); (b) an auditor or an audit principal to apply to the Registrar for the issue to it of a registration or permit to act as a registered auditor or registered audit principal for such categories of company, entity or body carrying on such business or activities as may be prescribed by the Registrar in such rules or in such registration or permit; (c) auditors and audit principals whose names are entered on the register to comply with or satisfy such conditions or requirements as may be prescribed in or pursuant to such rules or any such registration or permit as may be issued to them as mentioned in (b) above; (d) the Registrar to exercise such powers and rights with respect to the regulation of such auditors and audit principals as the Registrar may consider appropriate, including powers to impose sanctions, whether by way of fine, censure or otherwise, on any auditor or audit principal who contravenes any requirement applicable to it or him pursuant to such rules and, in such circumstances as such rules may prescribe, to suspend or withdraw any registration of, or the issue of any registration or permit to, an auditor or audit principal pursuant to such rules; and (e) the Registrar from time to time to amend, revise, withdraw or supplement any rules so made by him as he may consider appropriate or desirable for the purposes of such rules. (2) The Registrar may, on the application of a person to whom Part 35 applies, direct by notice in writing to that person, that any of the rules made by the Registrar pursuant to section 1032A:
(a) are not to apply to that person, as specified in a direction notice from the Registrar; or (b) are to apply to that person with modifications, specified in a direction notice from the Registrar. (3) The Registrar may only exercise the direction power in subsection (2) where, in the reasonable discretion of the Registrar, public policy grounds exist. (4) The Registrar may request from an applicant under subsection (2) any information it reasonably requires to exercise the Registrar’s discretion.

Annex A
1032B. Registration of auditors and Commercial Licences The registration of an auditor as a registered auditor by the Registrar shall be deemed to be a "licensed person" with respect to all controlled activities relating to audit services, for the purposes of the Commercial Licensing Regulations 2015. For the avoidance of doubt, these Regulations, and not the Commercial Licensing Regulations 2015, shall apply with respect to all licensing matters for registered auditors." (14) The following new section 1033 shall be inserted in place of the existing section 1033:
"1033. Effect of ineligibility
(1) If at any time a firm who has been appointed or is acting as an auditor, or a person who has been appointed or is acting as an audit principal, ceases to be a registered auditor or a registered audit principal under rules made pursuant to section 1032A, such a firm or person must immediately:
(a) resign each appointment (with immediate effect) that they may hold as an auditor or audit principal in relation to an audited person, and (b) give notice in writing to the audited person that they have resigned such appointment by reason of being no longer registered as an auditor or, as the case maybe, audit principal under rules made pursuant to section 1032A. (2) A firm or person (as the case may be) will commit a contravention of these Regulations if:
(a) they act as an auditor or audit principal in contravention of subsection (1), or (b) they fail to give the notice mentioned in paragraph (b) of subsection (1) in accordance with that subsection. (3) A firm, or person, who commits the contravention referred to in subsection (2) shall be liable to up to a level 6 fine. (4) In proceedings against a firm or person for any contravention under this
section it is a defence for them to show that they did not know and had no
reason to believe that they had ceased to be a registered auditor or registered audit principal." (15) Section 1035 is amended as follows:
(a) in sub-section 1035(1):
(i) delete the word “his” and insert the word “their”; (ii) delete the word “he” and insert the word “they”; (b) in paragraph 1035(1)(a), delete the word “his” and insert the word “their”;

Annex A
(c) in paragraph 1035(1)(b):
(i) delete the word “he” and insert the word “they”; (ii) delete the word “his” and insert the word “their”; (d) in sub-section 1035(2), delete the words “A person” and insert the words “An auditor”; (e) in paragraph 1035(2)(a), delete the word “he acts” and insert the words “they act”; (f) in paragraph 1035(2)(b), delete the word “he fails” and insert the words “they fail”; (g) in sub-section 1035(3), delete the words “A person” and insert the words “An auditor”; (h) in sub-section 1035(4), delete the words “A person” and insert the words “An auditor”; (i) in sub-section 1035(5):
(i) delete the words “A person” and insert the words “An auditor”; (ii) delete the word “him” and insert the word “them”; (iii) delete the word “he” and insert the word “they”; and (iv) delete the words “he was” and insert the words “they were”. (16) Sub-sections (1)-(3) of the existing section 1039 are deleted and replaced as follows:
(1) The Registrar may make rules which require one or more registers of the firms eligible for appointment as an auditor, or the persons eligible for appointment as an audit principal, to be kept. (2) The rules may require each firm or person’s entry in the register to contain relevant information about firms or persons recorded therein, including but not limited to– (a) a name and address, (b) in the case of a firm eligible for appointment as an auditor, the specified information relating to the individuals responsible for audit work on its behalf, (c) in the case of a firm eligible for appointment as an auditor by virtue of
Chapter 2, the information mentioned in sub-section (3).
(3) The information referred to in subsection (2)(c) is– (a) in relation to a body corporate, the name and address of each person who is a director of the body or holds any shares in it,

Annex A
(b) in relation to a partnership, the name and address of each partner. (17) Sections 1037, 1038, 1040 and 1043 are deleted.
2. SHORT TITLE, EXTENT AND COMMENCEMENT
(1) These Regulations may be cited as the Companies Regulations (Amendment No. 2) 2020. (2) These Regulations apply in the Abu Dhabi Global Market. (3) These Regulations come into force on the date of their publication.

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Annex A
COMPANIES REGULATIONS (AMENDMENT NO. 2) 2020 Regulations to amend the Companies Regulations 2020 Regulations to make provision for the formation and registration of companies in the Abu Dhabi Global Market. Date of Enactment: ● 2020 The Board of Directors of the Abu Dhabi Global Market, in exercise of its powers under Article 6(1) of Law No. 4 of 2013 concerning the Abu Dhabi Global Market, as amended, issued by His Highness the Ruler of the Emirate of Abu Dhabi, hereby enacts the following Regulations–
1. Amendments to the Companies Regulations 2020
TABLE OF CONTENTS
PART 12 COMPANY SECRETARIES AND COMPANY SERVICE PROVIDERS
CHAPTER 1 COMPANY SECRETARIES
…
CHAPTER 2 COMPANY SERVICE PROVIDERS
296A. Non-Exempt Companies to have a company service provider 296B. Obligations of company service provider and non-exempt company 296C. Duty to notify Registrar of appointment and cessation of company service provider 296D. Registrar’s powers …
864. Power to strike off company not carrying on business or in operation
. . .
154. Particulars of directors to be registered: individuals
(1) A company’s register of directors must contain the following particulars in the case of an individual– (a) name and any former name, (b) a service address, which must be a PO Box address for directors resident in the United Arab Emirates, (c) the country or state in which he is usually resident,

Annex A
(d) nationality,
(e) business occupation (if any),
(f) date of birth.
(2) For the purposes of this section “name” means a person’s forename and surname. (3) For the purposes of this section a “former name” means a name by which the individual was formerly known for business purposes. Where a person is or was formerly known by more than one such name, each of them must be stated. (4) It is not necessary for the register to contain particulars of a former name in the following cases– (a) in the case of any person, where the former name– (i) was changed or disused before the person attained the age of 18 years, or (ii) has been changed or disused for 20 years or more. (5) A person’s service address may be stated as the company’s registered office or the office of its company service provider located in Abu Dhabi Global Market. . . .
156. Register of directors’ residential addresses
(1) Every company must keep a register of directors’ residential addresses. (2) The register must state the usual residential address of each of the company’s directors. (3) If a director’s usual residential address is the same as his service address (as stated in the company’s register of directors), the register of directors’ residential addresses need only contain an entry to that effect. This does not apply if his service address is stated to be “The company’s registered office or the office of its company service provider located in Abu Dhabi Global Market”. (4) If default is made in complying with this section, a contravention of these Regulations is committed by– (a) the company, and (b) every officer of the company who is in default. For this purpose a shadow director is treated as an officer of the company. (5) A person who commits the contravention referred to in subsection (4) is liable to a level 1 fine. (6) This section applies only to directors who are individuals, not where the director is a body corporate or a firm that is a legal person under the law by which it is governed. . . .
PART 12 COMPANY SECRETARIES AND COMPANY SERVICE PROVIDERS

Annex A
CHAPTER 1
COMPANY SECRETARIES
. . .
CHAPTER 2
COMPANY SERVICE PROVIDERS
296A Non-Exempt Companies to have a company service provider (1) A company conducting a business activity of being a special purpose company or vehicle must at all times have a company service provider, subject to subsections (3) and (4). (2) In this Chapter - (a) a company that is obliged to have a company service provider is referred to as a “non-exempt company”, (b) a “company service provider” is a person licensed pursuant to the Commercial Licensing Regulations 2015 to carry out the controlled activity of providing company services, as defined in Rule 7 of the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2020, and (c) “business activity” has the meaning given to it in the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2020. (3) Notwithstanding subsection (1), a body corporate that is a wholly owned subsidiary undertaking of any of the following need not have a company service provider– (a) persons exempt under the Commercial Licensing Regulations 2015 (Exemptions) Order 2020, (b) an authorised person within the meaning of the Financial Services and Markets Regulations 2015, (c) persons licensed or regulated by the Central Bank of the United Arab Emirates, (d) a company whose shares are admitted to trading on a regulated market in the United Arab Emirates, including in Abu Dhabi Global Market, or (e) a company that has demonstrated to the satisfaction of the Registrar to have– (i) substantial assets, turnover and employees in the United Arab Emirates, and (ii) adequate governance policies and procedures, in each case as may be specified by rules made by the Board or guidance issued by the Registrar. (4) Any non-exempt company incorporated in ADGM–

Annex A
(a) prior to or on the date on which this Chapter comes into force, shall only be obliged to have a company service provider from the first day of the month starting 12 months from the date on which this Chapter comes into force, and (b) after the date on which this Chapter comes into force, shall only be obliged to have a company service provider from the first day of the month starting eight months from the date on which this Chapter comes into force. (5) If the company fails to comply with subsection (1), a contravention of these Regulations is committed by– (a) the company, and (b) every officer of the company who is in default. (6) A person who commits the contravention referred to in subsection (5) is liable to a fine not exceeding level 7. 296B Obligations of company service provider and non-exempt company (1) The company service provider of a non-exempt company must maintain the records that the non-exempt company is required to keep under– (a) the following provisions of these Regulations– (i) section 118 (register of members), (ii) section 120 (list of members) (iii) section 153 (register of directors) (iv) section 156 (register of directors’ residential addresses), (v) section 215 (directors’ service contracts), (vi) section 223 (directors’ indemnities), (vii) section 292 (register of secretaries), (viii) section 360 (records of resolutions etc), (ix) section 642 (contracts relating to purchase of own shares), (x) section 660 (documents relating to redemption or purchase of own shares out of capital by private company), (xi) section 682 (register of debenture holders), (xii) section 737 (report to members of outcome of investigation by public company into interests in its shares), (xiii) section 740 (register of interests in shares disclosed to public company), (xiv) section 798 (instruments creating charges), (b) the Commercial Licensing Regulations 2015 (Conditions of Licence and Branch Registration) Rules 2020 and any licence granted thereunder, and

Annex A
(c) the Beneficial Ownership and Control Regulations 2018.
(2) A company service provider of a non-exempt company is authorised to represent the non￾exempt company in its dealings with the Registrar and shall give all notices and make all filings that the non-exempt company is obliged to make to the Registrar under these Regulations, the Commercial Licensing Regulations 2015 and the Beneficial Ownership and Control Regulations 2018. (3) A non-exempt company must make available to its company service provider such documents and information as is required to enable the company service provider to comply with its obligations under this section. (4) If a non-exempt company fails to comply with subsection (3), a contravention of these Regulations is committed by– (a) the non-exempt company, and (b) every officer of the non-exempt company who is in default. (5) A person who commits the contravention referred to in subsection (7) is liable to a fine not exceeding level 6. 296C Duty to notify Registrar of appointment and cessation of company service provider (1) A non-exempt company must, within the period of 14 days from a person becoming or ceasing to be a company service provider of the non-exempt company, give notice to the Registrar of the change and of the date on which it occurred. A notice of a person ceasing to be a company service provider must either include details of the company’s new company service provider or a statement that the company is no longer a non-exempt company. (2) Notice of a person having become a company service provider of the non-exempt company must be accompanied by that person’s consent in the prescribed form to act in that capacity. (3) If the non-exempt company fails to comply with this section, a contravention of these Regulations is committed by– (a) the non-exempt company, and (b) every officer of the non-exempt company who is in default. (4) A person who commits the contravention referred to in subsection (3) is liable to a level 2 fine. 296D Registrar’s powers (1) The Registrar may issue guidance about the operation of this Chapter. . . .
864. Power to strike off company not carrying on business or in operation

Annex A
(1) If the Registrar has reasonable cause to believe that a company is not carrying on business or in operation, the Registrar may send to the company a communication inquiring whether the company is carrying on business or in operation. (1A) If the Registrar has reasonable cause to believe that a company has failed to appoint a company service provider in accordance with section 296A of these Regulations, the Registrar may send to the company a communication inquiring whether:
(a) the company is a ‘non-exempt company’ for the purpose of section 296A of these Regulations, and (b) the company has appointed a company service provider. (2) If the Registrar does not within one month of sending the communication under sections (1) or (1A) above, receive any answer to it, the Registrar must within 14 days after the expiration of that month send to the company a second communication referring to the first communication and stating– (a) that no answer to it has been received, and (b) that if an answer is not received to the second communication within one month from its date, a notice will be published on the Registrar’s website with a view to striking the company’s name off the register. (3) If, within one month after sending the second communication, the Registrar– (a) receives an answer to the effect that - (i) the company is not carrying on business or is in operation, or (ii) a ‘non-exempt company’ has failed to appoint a company service provider in accordance with section 296A of these Regulations; or (b) does not receive any answer, the Registrar may publish on the Registrar’s website and send to the company, a notice that at the expiration of three months from the date of the notice the name of the company mentioned in it will, unless cause is shown to the contrary, be struck off the register and the company will be dissolved. (4) At the expiration of the time mentioned in the notice the Registrar may, unless cause to the contrary is previously shown by the company, strike its name off the register. (5) The Registrar must publish notice on the Registrar’s website of the company’s name having been struck off the register. (6) On the publication of the notice on the Registrar’s website the company is dissolved. (7) However– (a) the liability (if any) of every director, managing officer and member of the company continues and may be enforced as if the company had not been dissolved, and (b) nothing in this section affects the power of the Court to wind up a company the name of which has been struck off the register.

Annex A
. . .
999. Service of documents on company
(1) A document may be served on a company registered under these Regulations by leaving it at, or sending it by post to, the company’s registered office or the office of its company service provider appointed in accordance with Chapter 2 of Part 12 of these Regulations. (2) For the purposes of this section a person’s “registered address” means any address for the time being shown as a current address in relation to that person in the part of the register available for public inspection. (3) Further provision as to service and other matters is made in the company communications provisions (see section 1003). . . .
2. Short title, extent and commencement
(1) These Regulations may be cited as the Companies Regulations (Amendment No. 2) 2020. (2) These Regulations shall apply in the Abu Dhabi Global Market. (3) These Regulations come into force on the date of their publication.

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Annex B
FOUNDATIONS REGULATIONS (AMENDMENT NO. 2) 2020 Regulations to amend the Foundations Regulations 2017 Regulations to make provision for the establishment and registration of foundations in the Abu Dhabi Global Market Date of Enactment: [●] The Board of Directors of the Abu Dhabi Global Market, in exercise of its powers under
Article 6(1) of Law No. 4 of 2013 concerning the Abu Dhabi Global Market, as amended, issued
by His Highness the Ruler of the Emirate of Abu Dhabi, hereby enacts the following Regulations–

1. Amendments to the Foundations Regulations 2017
   The Foundations Regulations 2017 shall be amended by– (1) In the Table of contents, replace the heading of Section 18 with “Non-Exempt Foundations to have a Company Service Provider”. (2) In the Table of contents, insert a new Section 18A immediately after Section 18. (3) In the Table of contents, insert a new Section 18B immediately after Section 18A. (4) In Section 4(2)(d), substitute the words “Company Service Provider” for the words “Registered Agent”. (5) In Section 5(1), substitute the words “Company Service Provider” for the words “Registered Agent”. (6) In Section 7(11)(b), substitute the words “Company Service Provider” for the words “Registered Agent”. (7) In Section 9(2)(h), substitute the words “Company Service Provider” for the words “Registered Agent”. (8) After the heading of Part 5 (FOUNDATION OFFICIALS), substitute the words “Company Service Provider” for the words “Registered Agent”. (9) Delete Section 18 in its entirety and replace it in full by the following:
   “18 Non-Exempt Foundations to have a Company Service Provider (1) Subject to subsections (2) and (3), a Foundation must at all times have a Company Service Provider, licensed pursuant to the Commercial Licensing Regulations 2015 to carry out the controlled activity of providing company services, as defined in Rule 7 of the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2020.

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(2) Notwithstanding subsection (1), a Foundation that has demonstrated to the satisfaction of the Registrar to have– (a) substantial resources, experience and personnel in the United Arab Emirates, and (b) adequate governance policies and procedures, in each case as may be specified by rules made by the Board or guidance issued by the Registrar, need not have a Company Service Provider. (3) Any Non-Exempt Foundation registered in ADGM– (a) prior to or on the date on which the Foundations (Amendment No. 2) Regulations 2020 comes into force, shall only be obliged to have a Company Service Provider from the first day of the month starting 12 months from the date on which the Foundations (Amendment No. 2) Regulations 2020 came into force; and (b) after the date on which the Foundations (Amendment No. 2) Regulations 2020 came into force, shall only be obliged to have a Company Service Provider from the first day of the month starting eight months from that date. (4) Prior to the registration of a Foundation, the Founder or Founders may appoint a Company Service Provider by including the name and address (in the Abu Dhabi Global Market) of such Person in the Charter forming part of the Foundation’s Registration Application. References in the Charter or By-laws of all Foundations registered under these Regulations to a “registered agent” shall be construed as a reference to a Company Service Provider. (5) A Foundation may appoint and remove from office a Company Service Provider by Resolution of Councillors. (6) A Non-Exempt Foundation must, within the period of 14 days from a person becoming or ceasing to be a Company Service Provider of the Non-Exempt Foundation, give notice to the Registrar of the change and of the date on which it occurred. (7) Notice of a person having become a Company Service Provider of the Non-Exempt Foundation must be accompanied by that person’s consent in the prescribed form to act in that capacity. (8) If default is made in complying with subsection (1), a contravention of these Regulations is committed by– (a) the Non-Exempt Foundation; and (b) every Councillor who is in default. (9) A Person who commits the contravention referred to in subsection (8) is liable to a fine not exceeding level 7.

Annex B
(10) If default is made in complying with subsection (6), a contravention of these Regulations is committed by– (a) the Non-Exempt Foundation; and (b) every Councillor who is in default. (11) A Person who commits the contravention referred to in subsection (10) is liable to a level 2 fine.” . . . (10) After Section 18, insert a new Section 18A as follows:
“18A Obligations of Company Service Provider and Non-Exempt Foundation (1) The Company Service Provider of a Non-Exempt Foundation shall maintain the records that the Non-Exempt Foundation is required to maintain under or in accordance with any enactment or subordinate legislation applicable to the Non￾Exempt Foundation, including (a) these Regulations; (b) the Commercial Licensing Regulations 2015 (Conditions of Licence and Branch Registration) Rules 2020 and any licence granted thereunder; and (c) the Beneficial Ownership and Control Regulations 2018. (2) The Company Service Provider of a Non-Exempt Foundation is authorised to represent the Non-Exempt Foundation in its dealings with the Registrar and shall give all notices and make all filings that the Non-Exempt Foundation is obliged to make to the Registrar under any enactment or subordinate legislation applicable to it, including– (a) these Regulations; (b) the Commercial Licensing Regulations 2015 (Conditions of Licence and Branch Registration) Rules 2020 and any licence granted thereunder; and (c) the Beneficial Ownership and Control Regulations 2018. (3) A Non-Exempt Foundation must make available to its Company Service Provider such documents and information as is required to enable the Company Service Provider to comply with its obligations under this section. (4) If a default is made in complying with subsection (3), a contravention of these Regulations is committed by– (a) the Foundation, and (b) every Councillor who is in default.

Annex B
(5) A Person who commits the contravention referred to in subsection (4) is liable to a fine not exceeding level 6.” . . . (11) After Section 18A, insert a new Section 18B as follows:
“18B Service of Documents on Foundation
(1) A document may be served on a Foundation registered under these Regulations by leaving it at, or sending it by post to, the Foundation’s registered office or the office of its Company Service Provider appointed in accordance with section 18.” . . . (12) In Section 24(1), substitute the words “Company Service Provider” for the words “Registered Agent”. (13) In Section 31(8), substitute the words “Company Service Provider” for the words “Registered Agent”. (14) In Section 38(2)(f), substitute the words “Company Service Provider” for the words “Registered Agent”. (15) Delete Section 47 in its entirety and replace it in full by the following:
“47. Definitions
(1) In these Regulations, unless otherwise defined – “Accounting Records” is defined as follows:
(a) Accounting Records means records that are sufficient–
i. to show and explain the Foundation’s transactions,
ii. to disclose with reasonable accuracy, at any time, the financial position of
the Foundation at that time, and
iii. to enable the Councillors to ensure that any accounts required to be prepared
comply with the requirements of these Regulations.
(b) Accounting Records must, in particular, contain records and underlying documents comprising initial and other accounting entries and associated supporting documents such as cheques; records of electronic fund transfers; invoices; contracts; the general and subsidiary ledgers, journal entries and other adjustments to the financial statements that are not reflected in journal entries; work sheets and spread sheets supporting cost allocations, computations, reconciliations and disclosures; and a record of the Assets and liabilities of the Foundation. “ADGM Founding Law” has the meaning set forth in the Interpretation Regulations 2015; “Assets” means any property in which a Foundation has any interest or over which it has any rights;

Annex B
“Beneficiary” has the meaning set forth in section 31; “By-laws” means the by-laws of a Foundation, if any, adopted under section 13, as may be amended from time to time under section 14; “Charter” means the charter of a Foundation adopted under section 2, as may be amended from time to time under section 7; “Company Service Provider”, in relation to a Foundation registered under these Regulations, has the meaning set forth in section 18; “Confidential Disclosure” means the following information, whether or not this information is also included in the Charter:
(a) the name and address of each of the Councillors; (b) the names and addresses of any Beneficiaries; (c) the names and addresses of the Guardian (if any); and (d) the name and address of each beneficial owner of each Founder which is a Legal Person (if any), to be held confidentially by the Registrar, subject to any requirement to disclose such information to public authorities as set out in section 3(10), or in any other applicable law or regulations. “Council” means the council of a Foundation referred to under section 19; “Councillor” means a natural person or Legal Person appointed as a member of a Council under section 22; “Court” has the meaning set forth in the Interpretation Regulations 2015; “Designee” has the meaning set forth in section 9(2)(g); “Foundation” means a foundation established under section 1; “Foundations Register” means the register of Foundations kept by the Registrar under section 3; “Founder” means each natural person or Legal Person who subscribes their name to the Charter establishing a Foundation acting on their own account or on behalf of another, and who endows the Foundation with a portion of its Initial Assets; “Guardian”, in relation to a Foundation, means a natural person or Legal Person, if any, appointed under section 26; “Initial Assets”, in relation to a Foundation, means the initial Assets endowed by a Founder which become the property of a Foundation; “Legal Person” means a company, a corporation or any other entity having separate legal personality; “Minor” means an individual who is less than 18 years of age; “Non-conflicted Councillors” has the meaning set forth in section 19(4)(f)(iii); “Non-Exempt Foundation” means a Foundation that is obliged to have a Company Service Provider in accordance with section 18; “Overseas Foundation” has the meaning set forth in section 35(1);

Annex B
“Person” means a natural person or Legal Person; “registered”, in relation to a Foundation, means registered as a Foundation under these Regulations; “Registrar” has the meaning set forth in the Interpretation Regulations 2015; “Registration Application” has the meaning set forth in section 1(1)(a). “Remaining Beneficiary”, in relation to the Surplus Assets, means a natural person or Legal Person who, according to the Charter or By-laws, is entitled to receive any Surplus Assets; “Resolution of Councillors”, in relation to a Foundation, means – (a) a resolution approved at a duly convened and constituted meeting of the Councillors by a simple majority (which in the case of a Foundation with only two Councillors shall mean that both Councillors must assent), or a larger majority as may be specified in the Charter or By-laws, of the Councillors present at the meeting, in person or by alternate or proxy, who voted; or (b) a resolution agreed to in writing by a simple majority (which in the case of a Foundation with only two Councillors shall mean that both Councillors must assent), or by such larger majority as may be specified in the Charter or By-laws, of the Councillors; “Subsequent Transferor” means a natural person or Legal Person who endows a Foundation with Supplementary Assets; “Supplementary Assets” means Assets endowed to a Foundation other than the Initial Assets; “Surplus Assets” means the Assets of a Foundation, if any, remaining after its dissolution; “to endow” means to transfer or covenant to transfer, the title in property, absolutely, with or without consideration, to a Foundation so that the property becomes an Asset of the Foundation; “Unanimous Resolution of Councillors” with respect to a Foundation, means – (a) a resolution approved unanimously at a duly convened and constituted meeting of the Councillors by a unanimous vote of all the Councillors present at the meeting, in person or by alternate or proxy, who voted; or (b) a resolution agreed to in writing by all of the Councillors; (2) Any reference to a level of fine shall be interpreted as a reference to the applicable level set forth in the Commercial Licensing Regulations 2015 (Fines) Rules 2020.” . . . (16) Delete “SCHEDULE 1 – FEES” in its entirety and replace it in full by the following:
“SCHEDULE 1 – FEES
The following fees are payable in respect of applications and notifications made in accordance with the Regulations-

Annex B
Application or notification Fee Payable (USD) Application for registration of a Foundation 200 Application for renewal of a Foundation (Annual Fee) 200 Notification of a change in particulars of the Foundation - (i) by a Foundation 100 (ii) by a Foundation with a Company Service Provider appointed, where the change in particulars of the Foundation is a result of a change in particulars of the Company Service Provider Nil Notification of appointment and cessation of Company Service Provider 100 Notification of an appointment of a Company Service Provider 100 Notification of a cessation of a Company Service Provider 100 Notification of an appointment and cessation of a Councillor 100 Notification of an appointment of a Councillor 100 Notification of a cessation of a Councillor 100 Notification of change of particulars of a Councillor 100 Notification of an appointment and cessation of a Guardian 100 Notification of an appointment of a Guardian 100 Notification of a cessation of a Guardian 100 Notification of change of particulars of a Guardian 100 Notification of a change of name of a Foundation 100 Amendment of the Charter by the Founder(s) or in the event of Founder’s death by Court Order 100 Beneficiary request for information from the Registrar 100 Continuation to ADGM 500 Continuation from ADGM 500

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Application to strike off 100
Reinstatement of a Foundation on the Register Nil “
2. Short title, extent and commencement
(1) These Regulations may be cited as the Foundations Regulations (Amendment No. 2) 2020. (2) These Regulations shall apply in the Abu Dhabi Global Market. (3) These Regulations come into force on the date of their publication.

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Annex B
FOUNDATIONS REGULATIONS (AMENDMENT NO. 2) 2020 Regulations to amend the Foundations Regulations 2017 Regulations to make provision for the establishment and registration of foundations in the Abu Dhabi Global Market Date of Enactment: [●] The Board of Directors of the Abu Dhabi Global Market, in exercise of its powers under
Article 6(1) of Law No. 4 of 2013 concerning the Abu Dhabi Global Market, as amended,
issued by His Highness the Ruler of the Emirate of Abu Dhabi, hereby enacts the following Regulations–
1. Amendments to the Foundations Regulations 2017
TABLE OF CONTENTS
. . .
Registered Agent Company Service Provider
18. Registered Agent of Foundations Non-Exempt Foundations to have a
Company Service Provider
18A. Obligations of Company Service Provider and Non-Exempt Foundation 18B. Service of Documents on Foundation . . .
4. Certificate of Registration
(1) On the registration of a Foundation, the Registrar shall give a certificate that the Foundation is duly registered. (2) The certificate of registration must state – (a) the name and registered number of the Foundation; (b) the date of its registration; (c) the address of its registered office in the Abu Dhabi Global Market; and, if different, (d) the name and address (in the Abu Dhabi Global Market) of its Registered Agent Company Service Provider, if any. (3) Subsections 12(3) and 12(4) of the Companies Regulations 2015 shall apply mutatis mutandis to certificates of registration for Foundations. (4) The certificate of registration shall be in electronic form only, unless a request is made subject to section 4(5).

Annex B
(5) Any person may request that the Registrar provide it with a paper copy of any certificate of registration, signed by the Registrar or authenticated by the Registrar's seal. (6) The Board may make rules requiring the payment of certain fees to the Registrar for the provision of the paper copy as described in subsection 4(5). (7) Upon registration, the Registrar shall allocate a registration number to the Foundation. . . .
5. Registered office
(1) A Foundation must at all times have a registered office in the Abu Dhabi Global Market to which all communications and notices may be addressed and which may be the same address as that of its Registered Agent Company Service Provider. (2) A Foundation may change the address of its registered office by giving notice to the Registrar. The change takes effect upon the notice being registered by the Registrar, but until the end of the period of 14 days beginning with the date on which it is registered a Person may validly serve any document on the Foundation at the address previously registered. . . .
7. Powers of the Registrar
(1) The Registrar shall administer these Regulations and perform the functions and exercise the powers conferred by or under these Regulations, the Companies Regulations 2015 and the Commercial Licensing Regulations 2015. (2) The Registrar has the authority to approve such forms as it considers necessary for the purpose of these Regulations and may issue such guideline or directions as are required for the proper administration of these Regulations. (3) The Registrar shall utilize the official seal referenced in Section 937 (The Registrar’s official seal) of the Companies Regulations 2015 in authenticating or issuing official documents in connection with the registration of Foundations under these Regulations. (4) The Registrar may give directions to the Foundation requiring it− (a) to produce such documents (or documents of such description) as may be specified in the directions, (b) to provide such information (or information of such description) as may be so specified, at such time and place as may be specified in the directions. (5) The production of a document in pursuance of subsection (4) does not affect any lien which a person has on the document. (6) The Registrar may take copies of or extracts from a document produced in pursuance of this section. (7) The power under this section to require production of a document includes power, in the case of a document not in hard copy form, to require the production of a copy of the document− (a) in hard copy form, or (b) in a form from which a hard copy can be readily obtained.

Annex B
(8) Any person who fails without reasonable excuse to comply with any requirement imposed in accordance with this section commits a contravention of these Regulations and shall be liable to a fine of up to level 7. (9) In this section “document” includes information recorded in any form. (10) The Registrar may disclose any material held where such disclosure is– (a) is permitted or required to be made under the laws, regulations or rules of the Abu Dhabi Global Market, (b) is made to–
i. the Financial Services Regulator;
ii. a governmental or regulatory authority exercising powers and
performing functions relating to anti-money laundering,
iii. a self-regulatory body or organization exercising and performing powers
and functions in relation to financial services,
iv. a civil or criminal law enforcement agency, or
v. a governmental or other regulatory authority including a self-regulatory
body or organisation exercising powers and performing functions in relation to the regulation of auditors, accountants or lawyers, for the purpose of assisting the performance by any such person of its regulatory functions, or (c) is made in good faith for the purposes of performance and exercise of the functions and powers of the Registrar (11) The Registrar shall maintain a Foundations Register established under these Regulations which will contain the following information in respect of each Foundation – (a) name and registration number; (b) name and address (in the Abu Dhabi Global Market) of its Registered Agent Company Service Provider, if any; (c) name and address of each Councillor; (d) date of establishment under these Regulations; and (e) record of payment of annual fees. (12) The Foundations Register shall be in such form as the Registrar may determine, but shall be separate and apart from the register established and maintained pursuant to Companies Regulations 2015. (13) For the avoidance of doubt, Section 939 (Public notice of issue of certificate of incorporation) and Section 952 (Documents subject to enhanced disclosure requirements) of Companies Regulations 2015 do not apply in respect of Foundations. . . .
9. Foundation Charter
(1) A Foundation shall have a Charter that complies with the provisions of these Regulations. For the avoidance of doubt, any provisions, duties, powers, functions and rights set forth in a Charter are for internal governance purposes only and shall in no

Annex B
way replace or limit the processes, restrictions, oversight or other terms set forth in these Regulations. (2) The Charter shall contain the following information – (a) the name of the Foundation; (b) the name and address of the Founder or each of the Founders; (c) the objects of the Foundation; (d) if the Foundation has been established for a specific purpose, the purpose for which the Foundation has been established; (e) a description of the Initial Assets; (f) provisions for the establishment of a Council; (g) the name of a natural person or Legal Person who shall become a Beneficiary only in circumstances where a Foundation has no other Beneficiary (the “Designee”) (h) the name and address (in the Abu Dhabi Global Market) of the Foundation’s Registered Agent Company Service Provider, if any; (i) the address of the Foundation’s registered office in the Abu Dhabi Global Market; and (j) the term for which the Foundation is established, if any, or the details of any contingent event which will trigger the dissolution of the Foundation. (3) The Charter may contain the following information in addition to the details set out in subsection (2) – (a) provisions for the Foundation to be endowed with Supplementary Assets; (b) the name and address of each of the initial Councillors; (c) provisions governing the appointment and removal of a Councillor; (d) description of the manner in which decisions of the Council are to be made; (e) provisions for the designation of any initial Beneficiaries or any Beneficiaries to be designated at a later date; (f) the names and addresses of any Beneficiaries; (g) provisions for identifying any remaining Beneficiaries upon dissolution of the Foundation; (h) provisions for the addition or removal of a Beneficiary; (i) provisions for the appointment of one or more Persons to act as Guardian or Guardians respectively; (j) the duties, powers, functions and rights, including the rights to remuneration, of a Guardian; (k) provisions for the removal of a Guardian; (l) provisions for the making of By-laws; (m) provisions for the appointment of a Person, whether by power of attorney or otherwise, to carry out particular duties on behalf of the Foundation;

Annex B
(n) provisions for the appointment, term of office and removal of an auditor, if any, of the Foundation; (o) provisions for amending the Charter or By-laws; (p) provisions for the circumstances, if any, in which the Foundation may be continued in or outside the Abu Dhabi Global Market and the conditions to be satisfied in respect of such continuation in or outside the Abu Dhabi Global Market; (q) provisions for the reservation of rights or powers to the Founder or Founders, as the case may be; (r) provisions for the appointment, term of office and removal of any other supervisory Person to the Foundation; and (s) provisions for any other lawful matter in respect of the Foundation. (4) The Charter shall not contain the provisions referenced in subsection 25(3). . . .
PART 5 – FOUNDATION OFFICIALS
Registered Agent Company Service Provider
(18) Registered Agent of Foundations
(1) A Foundation may have a Registered Agent.
(2) Prior to the registration of a Foundation, the Founder or Founders may appoint a Registered Agent by including the name and address (in the Abu Dhabi Global Market) of such Person in the Charter forming part of the Foundation’s Registration Application. (3) The Councillors may effect an appointment or change of Registered Agent by - (a) passing a Resolution of Councillors; (b) giving the relevant contractual notice; and 19 (c) within 14 days after the change, providing the Registrar with notice of the change and with the name and address (in the Abu Dhabi Global Market) of the new Registered Agent. (4) If default is made in complying with subsection (3), a contravention of these Regulations is committed by - (a) the Foundation; and (b) every Councillor who is in default. (5) A Registered Agent may resign by giving notice in accordance with the relevant contractual obligations or, in the absence of any express contractual notice provision, by - (a) giving a minimum of 30 business days’ notice of its intention to resign; and (b) filing a copy of such notice with the Registrar within 14 days of its delivery. (6) If default is made in complying with subsection (5), a contravention of these Regulations is committed by the Registered Agent. (7) A Person who commits the contravention referred to in subsection (4) or subsection (6) is liable to a level 1 fine.
18. Non-Exempt Foundations to have a Company Service Provider
(1) Subject to subsections (2) and (3), a Foundation must at all times have a Company Service Provider, licensed pursuant to the Commercial Licensing Regulations 2015 to carry out the controlled activity of providing company services, as defined in Rule 7 of the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2020.

Annex B
(2) Notwithstanding subsection (1), a Foundation that has demonstrated to the satisfaction of the Registrar to have– (a) substantial resources, experience and personnel in the United Arab Emirates, and (b) adequate governance policies and procedures, in each case as may be specified by rules made by the Board or guidance issued by the Registrar, need not have a Company Service Provider. (3) Any Non-Exempt Foundation registered in ADGM– (a) prior to or on the date on which the Foundations (Amendment No. 2) Regulations 2020 comes into force, shall only be obliged to have a Company Service Provider from the first day of the month starting 12 months from the date on which the Foundations (Amendment No. 2) Regulations 2020 came into force; and (b) after the date on which the Foundations (Amendment No. 2) Regulations 2020 came into force, shall only be obliged to have a Company Service Provider from the first day of the month starting eight months from that date. (4) Prior to the registration of a Foundation, the Founder or Founders may appoint a Company Service Provider by including the name and address (in the Abu Dhabi Global Market) of such Person in the Charter forming part of the Foundation’s Registration Application. References in the Charter or By-laws of all Foundations registered under these Regulations to a “registered agent” shall be construed as a reference to a Company Service Provider. (5) A Foundation may appoint and remove from office a Company Service Provider by Resolution of Councillors. (6) A Non-Exempt Foundation must, within the period of 14 days from a person becoming or ceasing to be a Company Service Provider of the Non-Exempt Foundation, give notice to the Registrar of the change and of the date on which it occurred. (7) Notice of a person having become a Company Service Provider of the Non-Exempt Foundation must be accompanied by that person’s consent in the prescribed form to act in that capacity. (8) If default is made in complying with subsection (1), a contravention of these Regulations is committed by– (a) the Non-Exempt Foundation; and (b) every Councillor who is in default. (9) A Person who commits the contravention referred to in subsection (8) is liable to a fine not exceeding level 7. (10) If default is made in complying with subsection (6), a contravention of these Regulations is committed by– (a) the Non-Exempt Foundation; and (b) every Councillor who is in default. (11) A Person who commits the contravention referred to in subsection (10) is liable to a level 2 fine. 18A. Obligations of Company Service Provider and Non-Exempt Foundation

Annex B
(1) The Company Service Provider of a Non-Exempt Foundation shall maintain the records that the Non-Exempt Foundation is required to maintain under or in accordance with any enactment or subordinate legislation applicable to the Non￾Exempt Foundation, including (a) these Regulations; (b) the Commercial Licensing Regulations 2015 (Conditions of Licence and Branch Registration) Rules 2020 and any licence granted thereunder; and (c) the Beneficial Ownership and Control Regulations 2018. (2) The Company Service Provider of a Non-Exempt Foundation is authorised to represent the Non-Exempt Foundation in its dealings with the Registrar and shall give all notices and make all filings that the Non-Exempt Foundation is obliged to make to the Registrar under any enactment or subordinate legislation applicable to it, including– (a) these Regulations; (b) the Commercial Licensing Regulations 2015 (Conditions of Licence and Branch Registration) Rules 2020 and any licence granted thereunder; and (c) the Beneficial Ownership and Control Regulations 2018. (3) A Non-Exempt Foundation must make available to its Company Service Provider such documents and information as is required to enable the Company Service Provider to comply with its obligations under this section. (4) If a default is made in complying with subsection (3), a contravention of these Regulations is committed by– (a) the Foundation, and (b) every Councillor who is in default. (5) A Person who commits the contravention referred to in subsection (4) is liable to a fine not exceeding level 6. 18B. Service of Documents on Foundation A document may be served on a Foundation registered under these Regulations by leaving it at, or sending it by post to, the Foundation’s registered office or the office of its Company Service Provider appointed in accordance with section 18. . . .
24. Notice of Appointment of Councillor
(1) A Foundation must give written notice of the appointment of a Councillor, including the full name and address of the Councillor, to its Registered Agent Company Service Provider, if any, and the Registrar within 14 days of such appointment. (2) A Foundation that contravenes subsection (1) is liable for a level 1 fine. . . .
31. Beneficiaries of Foundations
(1) A Beneficiary is a natural person or Legal Person who may benefit from a Foundation who is – (a) identified in the Charter or By-laws by name; or

Annex B
(b) whose identity is ascertainable by reference to a class or a relationship to another Person, whether or not living, at the time that the Foundation is established or at the time, according to the terms of the Charter or By-laws, members of a class are to be determined. (2) A Foundation may appoint a Beneficiary or Beneficiaries, as detailed in the Charter or By-laws. (3) A Foundation created to carry on a specified purpose pursuant to these Regulations may, but is not required to, appoint a Beneficiary or Beneficiaries. (4) A Founder may be a Beneficiary, but may be the sole Beneficiary only during his lifetime. (5) In circumstances where a Foundation purports to appoint a Beneficiary or Beneficiaries, and no Beneficiary has been named in the Charter or By-laws, the Designee, shall become the Beneficiary. (6) The By-laws may provide for the addition or removal of a Person as a Beneficiary or the exclusion of a Beneficiary from benefit, either revocably or irrevocably. (7) The By-laws may impose an obligation on a Beneficiary as a condition of benefit. (8) The By-laws may provide that some or all of the Beneficiaries are entitled to information about the Foundation, including copies of the Charter and By-laws, Accounting Records, accounts and returns of the Foundation upon written request to the Council or the Registered Agent, if any. (8) The By-laws may provide that some or all of the Beneficiaries are entitled to information about the Foundation, including copies of the Charter and By-laws, Accounting Records, accounts and returns of the Foundation upon written request to the Council or the Registered Agent Company Service Provider, if any. (9) The By-laws may further provide some or all of the Beneficiaries with the right to petition the Court to prohibit a change to the purpose of the Foundation or its dissolution. . . .
38. Registration of an Overseas Foundation
(1) An application for registration as an Abu Dhabi Global Market Foundation shall be made to the Registrar. (2) The applicant shall provide the Registrar with the following documents:
(a) A copy of the Foundation’s certificate of establishment (if any) in its current place of establishment; (b) a copy of the Foundation’s existing Charter and, if different, a copy of the amended Charter which will apply immediately upon its registration in the Abu Dhabi Global Market and which must comply with section 9 of these Regulations; (c) the names and addresses of the Foundation Councillors and Guardian (if any); (d) the name of the Foundation, which must comply with section 6 of these Regulations; (e) the address of the Foundation’s registered office in the Abu Dhabi Global Market;

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(f) the name and address (in the Abu Dhabi Global Market) of the Registered Agent Company Service Provider of the Foundation, if any; (g) all other information and documents included in the Registration Application; (h) evidence that migration is permitted under the law in which the Foundation is established and that the Foundation is in compliance with section 37 of these Regulations; (i) confirmation that, on the date of registration, the Foundation will cease to be established and registered under the law of any place other than the Abu Dhabi Global Market; (j) a statement of solvency; (k) evidence that the Foundation has legal personality in the place in which it was established or registered; (l) a declaration of compliance signed by the applicant that all requirements of these Regulations relating to registration have been fulfilled; (m) such other information as the Registrar would require on an application to transfer registration under these Regulations; and (3) On receipt of the documents and information set out in subsection (2) and the relevant fee the Registrar shall register the Foundation by inscribing its name in the Foundations Register and issuing a certificate of registration. . . .
47. In these Regulations –
(1) “Accounting Records” is defined as follows: (a) Accounting Records means records that are sufficient–
i. to show and explain the Foundation’s transactions,
ii. to disclose with reasonable accuracy, at any time, the financial position of the
Foundation at that time, and
iii. to enable the Councillors to ensure that any accounts required to be prepared
comply with the requirements of these Regulations.
(b) Accounting Records must, in particular, contain records and underlying documents comprising initial and other accounting entries and associated supporting documents such as:–
i. cheques;
ii. records of electronic fund transfers;
iii. invoices;
iv. contracts;
v. the general and subsidiary ledgers, journal entries and other adjustments to
the financial statements that are not reflected in journal entries;
vi. work sheets and spread sheets supporting cost allocations, computations,
reconciliations and disclosures; and vii. a record of the Assets and liabilities of the Foundation.

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(2) “ADGM Founding Law” has the meaning set forth in the Interpretation Regulations 2015; (3) “Assets” means any property in which a Foundation has any interest or over which it has any rights; (4) “Beneficiary” has the meaning set forth in section 31; (5) “By-laws” means the by-laws of a Foundation, if any, adopted under section 11, as may be amended from time to time under section 12; (6) “Charter” means the charter of a Foundation adopted under section 9, as may be amended from time to time under section 10; (7) “Confidential Disclosure” means the following information, whether or not this information is also included in the Charter:
(a) the name and address of each of the Councillors; (b) the names and addresses of any Beneficiaries; (c) the names and addresses of the Guardian (if any); and (d) the name and address of each beneficial owner of each Founder which is a Legal Person (if any), to be held confidentially by the Registrar, subject to any requirement to disclose such information to public authorities as set out in subsection 7(10), or in any other applicable law or regulations. (8) “Council” means the council of a Foundation referred to under section 19; (9) “Councillor” means a natural person or Legal Person appointed as a member of a Council under section 22; (10) “Court” has the meaning set forth in the Interpretation Regulations 2015; (11) “Designee” has the meaning set forth in paragraph 9(2)(g); (12) “Foundation” means a foundation established under section 1; (13) “Foundations Register” means the register of Foundations kept by the Registrar under subsection 7(11); (14) “Founder” means each natural person or Legal Person who subscribes their name to the Charter establishing a Foundation acting on their own account or on behalf of another, and who endows the Foundation with a portion of its Initial Assets; (15) “Guardian”, in relation to a Foundation, means a natural person or Legal Person, if any, appointed under section 26; (16) “Initial Assets”, in relation to a Foundation, means the initial Assets endowed by a Founder which become the property of a Foundation; (17) “Legal Person” means a company, a corporation or any other entity having separate legal personality; (18) “Minor” means an individual who is less than 18 years of age; (19) “Non-conflicted Councillors” has the meaning set forth in paragraph 19(4)(f)(iii); (20) “Overseas Foundation” has the meaning set forth in subsection 35(1); (21) “Person” means a natural person or Legal Person;

Annex B
(22) “registered”, in relation to a Foundation, means registered as a Foundation under these Regulations; (23) “Registered Agent”, in relation to a Foundation registered under these Regulations, means the registered agent of a Foundation holding such office under section 18; (24) “Registrar” has the meaning set forth in the Interpretation Regulations 2015; (25) “Registration Application” has the meaning set forth in paragraph 1(1)(a). (26) “Remaining Beneficiary”, in relation to the Surplus Assets, means a natural person or Legal Person who, according to the Charter or By-laws, is entitled to receive any Surplus Assets; (27) “Resolution of Councillors”, in relation to a Foundation, means – (a) a resolution approved at a duly convened and constituted meeting of the Councillors by a simple majority (which in the case of a Foundation with only two Councillors shall mean that both Councillors must assent), or a larger majority as may be specified in the Charter or By-laws, of the Councillors present at the meeting, in person or by alternate or proxy, who voted; or (b) a resolution agreed to in writing by a simple majority (which in the case of a Foundation with only two Councillors shall mean that both Councillors must assent), or by such larger majority as may be specified in the Charter or By￾laws, of the Councillors; (28) “Subsequent Transferor” means a natural person or Legal Person who endows a Foundation with Supplementary Assets; (29) “Supplementary Assets” means Assets endowed to a Foundation other than the Initial Assets; (30) “Surplus Assets” means the Assets of a Foundation, if any, remaining after its dissolution; (31) “to endow” means to transfer or covenant to transfer, the title in property, absolutely, with or without consideration, to a Foundation so that the property becomes an Asset of the Foundation; (32) “Unanimous Resolution of Councillors” with respect to a Foundation, means – (a) a resolution approved at a duly convened and constituted meeting of the Councillors by a vote of all the Councillors present at the meeting, in person or by alternate or proxy, who voted; or (b) a resolution agreed to in writing by all of the Councillors; (33) any reference to a level of fine shall be interpreted as a reference to the applicable level set forth in the Commercial Licensing Regulations 2015 (Fines) Rules 2015; and (34) any reference to a regulation, rule or section shall be interpreted as a reference to such regulation, rule or section as may be amended, supplemented and replaced from time to time.
47. Definitions
(1) In these Regulations, unless otherwise defined – “Accounting Records” is defined as follows:
(a) Accounting Records means records that are sufficient–

Annex B
i. to show and explain the Foundation’s transactions,
ii. to disclose with reasonable accuracy, at any time, the financial position of the
Foundation at that time, and
iii. to enable the Councillors to ensure that any accounts required to be prepared
comply with the requirements of these Regulations.
(b) Accounting Records must, in particular, contain records and underlying documents comprising initial and other accounting entries and associated supporting documents such as cheques; records of electronic fund transfers; invoices; contracts; the general and subsidiary ledgers, journal entries and other adjustments to the financial statements that are not reflected in journal entries; work sheets and spread sheets supporting cost allocations, computations, reconciliations and disclosures; and a record of the Assets and liabilities of the Foundation. “ADGM Founding Law” has the meaning set forth in the Interpretation Regulations 2015; “Assets” means any property in which a Foundation has any interest or over which it has any rights; “Beneficiary” has the meaning set forth in section 31; “By-laws” means the by-laws of a Foundation, if any, adopted under section 13, as may be amended from time to time under section 14; “Charter” means the charter of a Foundation adopted under section 2, as may be amended from time to time under section 7; “Company Service Provider”, in relation to a Foundation registered under these Regulations, has the meaning set forth in section 18; “Confidential Disclosure” means the following information, whether or not this information is also included in the Charter:
(a) the name and address of each of the Councillors; (b) the names and addresses of any Beneficiaries; (c) the names and addresses of the Guardian (if any); and (d) the name and address of each beneficial owner of each Founder which is a Legal Person (if any), to be held confidentially by the Registrar, subject to any requirement to disclose such information to public authorities as set out in section 3(10), or in any other applicable law or regulations. “Council” means the council of a Foundation referred to under section 19; “Councillor” means a natural person or Legal Person appointed as a member of a Council under section 22; “Court” has the meaning set forth in the Interpretation Regulations 2015; “Designee” has the meaning set forth in section 9(2)(g); “Foundation” means a foundation established under section 1; “Foundations Register” means the register of Foundations kept by the Registrar under
section 3;

Annex B
“Founder” means each natural person or Legal Person who subscribes their name to the Charter establishing a Foundation acting on their own account or on behalf of another, and who endows the Foundation with a portion of its Initial Assets; “Guardian”, in relation to a Foundation, means a natural person or Legal Person, if any, appointed under section 26; “Initial Assets”, in relation to a Foundation, means the initial Assets endowed by a Founder which become the property of a Foundation; “Legal Person” means a company, a corporation or any other entity having separate legal personality; “Minor” means an individual who is less than 18 years of age; “Non-conflicted Councillors” has the meaning set forth in section 19(4)(f)(iii); “Non-Exempt Foundation” means a Foundation that is obliged to have a Company Service Provider in accordance with section 18; “Overseas Foundation” has the meaning set forth in section 35(1); “Person” means a natural person or Legal Person; “Registrar” has the meaning set forth in the Interpretation Regulations 2015; “Registration Application” has the meaning set forth in section 1(1)(a); “Remaining Beneficiary”, in relation to the Surplus Assets, means a natural person or Legal Person who, according to the Charter or By-laws, is entitled to receive any Surplus Assets; “Resolution of Councillors”, in relation to a Foundation, means – (a) a resolution approved at a duly convened and constituted meeting of the Councillors by a simple majority (which in the case of a Foundation with only two Councillors shall mean that both Councillors must assent), or a larger majority as may be specified in the Charter or By-laws, of the Councillors present at the meeting, in person or by alternate or proxy, who voted; or (b) a resolution agreed to in writing by a simple majority (which in the case of a Foundation with only two Councillors shall mean that both Councillors must assent), or by such larger majority as may be specified in the Charter or By-laws, of the Councillors; “Subsequent Transferor” means a natural person or Legal Person who endows a Foundation with Supplementary Assets; “Supplementary Assets” means Assets endowed to a Foundation other than the Initial Assets; “Surplus Assets” means the Assets of a Foundation, if any, remaining after its dissolution; “to endow” means to transfer or covenant to transfer, the title in property, absolutely, with or without consideration, to a Foundation so that the property becomes an Asset of the Foundation; “Unanimous Resolution of Councillors” with respect to a Foundation, means –

Annex B
(a) a resolution approved unanimously at a duly convened and constituted meeting of the Councillors by a unanimous vote of all the Councillors present at the meeting, in person or by alternate or proxy, who voted; or (b) a resolution agreed to in writing by all of the Councillors. (2) Any reference to a level of fine shall be interpreted as a reference to the applicable level set forth in the Commercial Licensing Regulations 2015 (Fines) Rules 2020. . . .
SCHEDULE 1 – FEES
The following fees are payable in respect of applications and notifications made in accordance with the Regulations￾Application or notification Fee Payable (USD) Application for registration of a Foundation 200 Application for renewal of a Foundation (Annual Fee) 200 Notification of a change in registered office address 100 Notification of change of particulars of the appointed Registered Agent Notification of a change in particulars of the Foundation - (i) by a Foundation 100 (ii) by a Foundation with a Company Service Provider appointed, where the change in particulars of the Foundation is a result of a change in particulars of the Company Service Provider Nil Notification of appointment and cessation of a Registered Agent (if appointed) Company Service Provider 100 Notification of an appointment of a Company Service Provider 100 Notification of a cessation of a Company Service Provider 100 Notification of an appointment and cessation of a Councillor 100 Notification of an appointment of a Councillor 100 Notification of a cessation of a Councillor 100 Notification of change of particulars of a Councillor 100 Notification of an appointment and cessation of a Guardian 100 Notification of an appointment of a Guardian 100

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Notification of a cessation of a Guardian 100 Notification of change of particulars of a Guardian 100 Notification of a change of name of a Foundation 100 Amendment of the Charter by the Founder(s) or in the event of Founder’s death by Court Order 100 Beneficiary request for information from the Registrar 100 Continuation to ADGM 500 Continuation from ADGM 500 Application to strike off 100 Reinstatement of a Foundation on the Register Nil
2. Short title, extent and commencement
(1) These Regulations may be cited as the Foundations Regulations (Amendment No. 2) 2020. (2) These Regulations shall apply in the Abu Dhabi Global Market. (3) These Regulations come into force on the date of their publication.

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Annex C
COMMERCIAL LICENSING REGULATIONS
(AMENDMENT No. 1) 2020

Annex C
COMMERCIAL LICENSING REGULATIONS (AMENDMENT No. 1) 2020 Regulations to amend the Commercial Licensing Regulations 2015 Date of Enactment: [•] The Board of Directors of the Abu Dhabi Global Market, in exercise of its powers under Article 6(1) of Law No. 4 of 2013 concerning the Abu Dhabi Global Market issued by His Highness the Ruler of the Emirate of Abu Dhabi, hereby enacts the following Regulations.

1. AMENDMENTS TO THE COMMERCIAL LICENSING REGULATIONS 2015
   (1) The Commercial Licensing Regulations 2015 are amended as follows:
   (2) In Section 1, a new sub-section (4) is inserted immediately after sub-section (3) as follows:
   "A person that is registered as a registered auditor by the Registrar pursuant to the Companies Regulations 2020 shall be deemed to be a licensed person with respect to all controlled activities relating to audit services for the purposes of these Regulations. For the avoidance of doubt, the Companies Regulations 2020, and not these Regulations, shall apply with respect to all licensing matters for registered auditors."
2. SHORT TITLE, EXTENT AND COMMENCEMENT
   (1) These Regulations may be cited as the Commercial Licensing Regulations (Amendment No. 1) 2020. (2) These Regulations apply in the Abu Dhabi Global Market. (3) These Regulations come into force on the date of their publication.

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Annex C
COMMERCIAL LICENSING REGULATIONS (AMENDMENT NO. 1) 2020 Regulations to amend the Commercial Licensing Regulations 2015 Regulations to make provision for the licensing and supervision of persons in the Abu Dhabi Global Market for restrictions on the use of business names and for connected purposes Date of Enactment: [●] The Board of Directors of the Abu Dhabi Global Market, in exercise of its powers under Article 6(1) of Law No. 4 of 2013 concerning the Abu Dhabi Global Market issued by His Highness the Ruler of the Emirate of Abu Dhabi, hereby enacts the following Regulations–
1. Amendments to the Commercial Licensing Regulations 2015
TABLE OF CONTENTS
Part 7: GENERAL
80. Power to specify a scale of fines and contraventions by bodies corporate
80A. General false statement contravention
81. Short title, extent and commencement
. . .
1. The general prohibition
(1) No person may carry on a controlled activity in or from the Abu Dhabi Global Market, or purport to do so, unless he is - (a) a licensed person; or (b) an exempt person. (2) The prohibition is referred to in these Regulations as the general prohibition. (3) For the purposes of these Regulations - , a "licensed person" is a person who has a valid licence to carry on one or more controlled activities. (a) a "licensed person" is a person who has a valid licence to carry on one or more controlled activities; and (b) a “person” includes a natural person, body corporate or body unincorporated, a partnership, incorporated or unincorporated or other legal form not having separate legal personality. . . .

Annex C
PART 1: GENERAL
80. Power to specify a scale of fines and contraventions by bodies corporate
(1) The Board may make rules establishing a standard scale of fines setting out the different levels of fines payable for contraventions of any enactment or subordinate legislation. (2) Where any enactment or any subordinate legislation (whether enacted or adopted before or after the commencement of these Regulations and including these Regulations) provides that a person who has committed a contravention shall be liable to a fine by reference to a specified level, it is to be construed as referring to the relevant level on the standard fines scale set out in rules made under this section. (3) Where any contravention of these Regulations is committed by a body corporate, a contravention is also committed by every officer of the body who is in default. 80A. General false statement contravention (1) A person who, in purported compliance with a requirement imposed on him under these Regulations or any Rules made under these Regulations - (a) provides information which he knows to be false or misleading in a material particular; or (b) recklessly provides information which is false or misleading in a material particular, commits a contravention of these Regulations. (2) A person who commits the contravention referred to in subsection (1) is liable to a fine of up to level 7.
81. Short title, extent and commencement
…
2. Short title, extent and commencement
(1) These Regulations may be cited as the Commercial Licensing Regulations (Amendment No. 1) 2020. (2) These Regulations shall apply in the Abu Dhabi Global Market. (3) These Regulations come into force on the date of their publication.

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Appendix 1
COMMERCIAL LICENSING REGULATIONS 2015 (CONTROLLED ACTIVITIES) RULES 20182020 Date of Adoption: 23 April 2018[●] The Board of Directors of the Abu Dhabi Global Market, in implementation of the provisions of section 2(1) of the Commercial Licensing Regulations 2015, hereby makes the following rules:-

1. Citation and interpretation
   (1) These Rules may be cited as the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2018.2020. (2) In these Rules, "Regulations" means the Commercial Licensing Regulations 2015. (3) Terms used in these Rules which are defined in the Regulations shall have the meanings given to them in the Regulations.
2. Controlled activities
   (1) For the purposes of the Regulations, any activity specified in Rules 3, 4, 5, 6, 7 and 8 is, subject to Rules 9, 10 and 11,10, a controlled activity. (2) Controlled activities specified in these Rules may be subdivided into "business activities" based on such classifications and sub-classifications as the Registrar may publish from time to time to supplement the operation of these Rules.
3. Financial services
   Any of the activities specified in paragraphs 1 to 4 inclusive, 6 to 11 inclusive and 13 to 17 of Article 14 of the ADGM Founding Law is a controlled activity if it is carried on by way of business.
4. Legal services
   (1) Providing legal services is a controlled activity if it is carried on by way of business. (2) "Providing legal services" means the application of legal principles or judgement with regard to the circumstances of another person, including but not limited to -– (a) giving legal advice or counsel to such a person as to his legal rights or the legal rights or responsibilities of others, whether or not under the law of the Abu Dhabi Global Market;, (b) drafting or completion of legal documents or agreements which affect such a person’s legal rights;,

Appendix 1
(c) representation of such a person in court proceedings or in an administrative adjudicative procedure in which legal pleadings are filed or a record is established as the basis for judicial review;, or (d) negotiation of legal rights or responsibilities on behalf of such a person, including participation in employment negotiations, arbitrations or conciliations, but excluding acting as a lay representative authorised by an administrative agency or tribunal, serving as a judge, mediator, arbitrator, conciliator or facilitator.
5. Accountancy services
(1) Providing accountancy services is a controlled activity if it is carried on by way of business. (2) "Providing accountancy services" means the application of accounting principles or judgement with regard to the circumstances of another person, including but not limited to the following -– (a) performing audit, examination, verification, investigation, certification, presentation or review of financial transactions and accounting records for such a person;, (b) preparing or certifying reports on audits or examinations of books or records of account, balance sheets, and other financial, accounting and related documents for such a person;, or (c) advising such a person on matters relating to accounting procedure and the recording, presentation or certification of financial information or data, including financial information or data required by any law for the time being in force in the Abu Dhabi Global Market.
6. Insolvency practitioner services
(1) Providing insolvency practitioner services is a controlled activity if it is carried on by way of business. (2) "Providing insolvency practitioner services" means being appointed as or serving as in relation to a body corporate -– (a) a receiver;, (b) an administrative receiver;, (c) an administrator;, (d) an administrator of a Deed of Company Arrangement;, (e) a liquidator;, or (f) a provisional liquidator,

Appendix 1
in each case under the Insolvency Regulations 2015.
7. Company services
(1) Providing company services is a controlled activity if it is carried on by way of business. (2) "Providing company services" means providing any one or more of the following services– (a) acting as an incorporation agent in connection with the incorporation or registration of bodies corporate in the Abu Dhabi Global Market, (b) providing company services to any body corporate incorporated or registered under the Companies Regulations 2020 or the Foundations Regulations 2017, (c) acting as a Registered Office Provider, (d) providing directors, company secretaries, councillors, registered agent, or other officers to any body corporate incorporated or registered, or to be incorporated or registered, in the Abu Dhabi Global Market, or (e) providing nominee shareholders of companies to any body corporate incorporated or registered in the Abu Dhabi Global Market, subject to paragraph (4) below. (3) "Registered Office Provider" means the business activity of providing registered office services to any body corporate incorporated or registered, or to be incorporated or registered, in the Abu Dhabi Global Market. (4) Persons who– (a) conduct the business activity of acting as a Registered Office Provider, or (b) advise on the incorporation and registration of bodies corporate within Abu Dhabi Global Market as an incidental part of conducting the business activities of financial services advisory activities, management consultancy, compliance consultancy, legal consultancy or accountancy, without providing any other company service set out in paragraph (2) above are not providing company services within the meaning of these Rules. 7 8. Other economic activities Any economic activity, other than the activities specified in Rules 3, 4, 5 and 6, 6 and 0 is a controlled activity, if it is carried on by way of business.
8. Partnerships
Any activity specified in Rules 3, 4, 5, 6 and 7 is a controlled activity when carried out by way of business through a partnership, incorporated or unincorporated.

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9. General exclusions
(1) An individual does not carry on a controlled activity if he carries on an activity solely as an employee who is employed or appointed under a contract of service. (2) A person does not carry on a controlled activity to the extent that he exercises a power or performs a duty or function -– (a) of a public nature;, (b) on behalf of a public authority;, or (c) in connection with public administration, law enforcement, government or regulation.
10. Exclusion for financial and professional services cross-border service providers
(1) A person who carries on an activity falling within Rules 3, 4, 5, 6, 0 or 60 does not carry on a controlled activity in or from the Abu Dhabi Global Market if – (a) he does not carry on the activity from a permanent establishment maintained by him in the Abu Dhabi Global Market. , and (2) This Rule does not apply to a person who carries on any activity falling within the scope of Rule 7 or 8.
11. Exclusion for other cross-border service providers
(1) A person who carries on an activity falling within Rule 7 or 8 does not carry on a controlled activity in or from the Abu Dhabi Global Market if:
(b) (a) he does not carry on the activity from a permanent establishment maintained by him in the Abu Dhabi Global Market he carries on the activity at the invitation of a person ordinarily resident, or with a permanent establishment, in the Abu Dhabi Global Market; and. (c) in the case of a person who carries on an activity falling within Rule 8, the activity does not relate to a partnership established under the laws of the Abu Dhabi Global Market. (2) This Rule does not apply to a person who carries on any activity falling within the scope of Rules 3, 4, 5 and 6. 12 11. Commercial Licensing Regulations 2015 (Controlled Activities) Rules 20152018 The Commercial Licensing Regulations 2015 (Controlled Activities) Rules 20152018 are repealed.

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Appendix 2
COMMERCIAL LICENSINGREGULATIONS 2015
(CONDITIONS OF LICENCE AND BRANCH REGISTRATION) RULES 20192020 Date of Adoption: 9 May 2019 [●] The Board of Directors of the Abu Dhabi Global Market, in implementation of section 10(1) and 16(4) of the Commercial Licensing Regulations 2015, hereby makes the following rules:-

1. Citation and interpretation
   (1) These Rules may be cited as the Commercial Licensing Regulations 2015 (Conditions of Licence and Branch Registration) Rules 20192020. (2) In these Rules— "accountancy services" means the controlled activity specified in Rule 5 of the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2018;2020, "applicant" means an applicant for a licence;, "approved accountancy regulatory body" means a body designated as such by the Registrar;, "approved healthcare regulatory body" means a body designated as such by the Registrar;, "approved insolvency practitioner regulatory body" means a body designated as such by the Registrar;, "approved legal regulatory body" means a body designated as such by the Registrar;, "authorised signatory"means an individual authorised to represent the license holder as a permanent representative in the Abu Dhabi Global Market;, "body corporate" has the meaning given in the Regulations, "branch" means each location in the Abu Dhabi Global Market, not being (in the case of an applicant incorporated under the laws of the Abu Dhabi Global Market) the applicant’s registered office, from which the applicant proposes to carry on the controlled activity or controlled activities to which an application for a licence relates;, “body corporate”"business activity" has the meaning given that expression in Rule 5(3)(d),

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"company services" means the controlled activity specified in Rule 7 of the Commercial Licensing Regulations and includes, for the avoidance of doubt, partnerships (whether incorporated in ADGM or elsewhere) that have legal personality separate from that of their partners;2015 (Controlled Activities) Rules 2020, "connected person" has the meaning given to that expression in Part 1 of the
Schedule to the Regulations;
"jurisdiction of incorporation" means, in respect of any non-ADGM body corporate, the jurisdiction in which such body corporate is incorporated (including upon being continued into such jurisdiction);, "insolvency practitioner services" means the controlled activity specified in Rule 6 of the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2018;2020, "legal services" means the controlled activity specified in Rule 4 of the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2018;2020, "licence holder" a person to whom a licence has been issued by the Registrar;, "non-ADGM body corporate" means a body corporate that is not incorporated (including upon continuation under the Companies Regulations 2015) under the laws of the Abu Dhabi Global Market;, "other economic activities" means the controlled activity specified in Rule 8 of the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2018; and2020, "Regulations" means the Commercial Licensing Regulations 2015., and "UAE Economic Substance Regime" means the federal economic substance regime comprising Cabinet Resolution No. (31) of 2019 Concerning Economic Substance Regulations, as amended by Cabinet Resolution No. (7) of 2020; Cabinet Decision No. (58) of 2019 on the Determination of the Regulatory Competencies Related to the Activities Stated in the Cabinet Resolution No. (31) of 2019; and Ministerial Decision No. (215) of 2019 on the issuance of Directives for the Implementation of the provisions of the Cabinet Resolution No. (31) of 2019 (in each case, as amended or re-enacted from time to time) and any other rule or regulations of the United Arab Emirates made pursuant to the foregoing. (3) Terms used in these Rules which are defined in the Regulations shall have the meanings given to them in the Regulations.

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2. Applications for licence (all applicants)
An applicant for a licence must apply to the Registrar on the form prescribed by the Registrar from time to time and provide the following information— (a) full legal name of the applicant;, (b) the applicant’s legal form, including its jurisdiction of incorporation and the legislation under which it is formed and registered;, (c) the controlled activity or controlled activities which the applicant proposes to carry on in or from the Abu Dhabi Global Market;, (d) the specific business activity or business activities by reference to the classification adopted by the Registrar, in accordance with Rule 2 of the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2020, (d)(e)the address or addresses in the Abu Dhabi Global Market from which the applicant proposes to carry on the controlled activity, being:—
i. in the case of an applicant incorporated under the laws of the Abu
Dhabi Global Market, the applicant’s registered office, one or more branches located in the Abu Dhabi Global Market or both;, or
ii. in other cases, one or more branches located in the Abu Dhabi
Global Market;,
(e)(f)the name and address in the Abu Dhabi Global Market of every individua l authorised to accept service of documents on behalf of the applicant’s branch, (f)(g) a list of every individual who is to be appointed an authorised signatory of the applicant, in respect of the branch, containing the following particulars with respect to each such individual—
i. name;,
ii. any former name;,
iii. service address, which must be an address with the Abu Dhabi
Global Market;,
iv. extent of the authority of any person falling within this paragraph
(fg), including whether that person is authorised to act severally or jointly;, and

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v. if an individual falling within this paragraph (fg) is not authorised to
act severally, the name of any individual with whom they are authorised to act., and (g)(h)such other information as the Registrar may require for the purpose of deciding whether to grant a licence.
3. Applications for licence (additional information for branch registration)
(1) In addition to the information set out in Rule 2 a non-ADGM body corporate applying for a licence and to register a branch must provide to the Registrar the following information on the form prescribed by the Registrar from time to time— (a) if the applicant is registered in its jurisdiction of incorporation, the number under which it is registered;, (b) a list of the applicant’s directors and partners, as applicable, and the information required by paragraph (3);, (c) the applicant’s corporate objects or any other limitation on its legal capacity, if any;, (d) in respect of the branch, the extent of the powers of the directors, officers and partners to represent the applicant in dealings with third parties and in legal proceedings, together with a statement as to whether they may act severally or must act jointly and, if jointly, the name of any other person concerned;, (e) the full names and addresses of any shareholders of the applicant, including evidence acceptable to the Registrar, except if the applicant is a listed entity;, and (f) a statement of the financial reporting obligations to which the applicant is subject under the laws of the applicant’s jurisdiction of incorporation, including the period for which the non-ADGM body corporate is required by law to prepare accounts and reports, the period allowed for their preparation and whether such accounts and reports are required by law to be publicly available free of charge. (2) An applicant for a licence that is a non-ADGM body corporate must also provide the following documents to the Registrar— (a) either—
i. if the applicant is registered in its jurisdiction of incorporation and
the registry in which the applicant is so registered issues certificates of good standing to registered bodies corporate that are in good

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standing, a certificate of good standing in respect of the applicant issued by such registry and dated no more than three months prior to the date on which the application for a licence is made;, or;
ii. in other cases, such evidence as the Registrar may require that the
applicant is in good standing in its jurisdiction of incorporation;, (b) a certified copy of the applicant’s certificate of incorporation and any certificate amending the applicant’s certificate of incorporation;, (c) a certified copy of the applicant’s constitutional documents;, and (d) a certified copy (acceptable to the Registrar) of the applicant’s most recent accounts and reports, including a balance sheet, profit and loss account and (if the applicant is required by applicable law to have an auditor audit its accounts and reports) the auditor’s statement thereon;, or (e) if the applicant is not required by applicable law to prepare financial statements and reports thereon (including an auditor’s report) such other evidence of financial credit worthiness as the Registrar may require, together with, if any of the above documents are wholly or partly written in a language other than English, translations into English certified by a translator acceptable to the Registrar. (3) The particulars referred to in paragraph (1)(b) are— (a) in the case of an individual—
i. name;,
ii. any former name;,
iii. a service address;,
iv. usual residential address (should the registrar require),
v. the country or state in which the individual is usually resident;,
vi. nationality;,
vii. business occupation (if any);,
viii. date of birth;, and
ix. date of appointment,
(b) in the case of a body corporate—

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i. corporate or firm name;,
ii. registered or principal office;,
iii. the legal form of the body corporate and the law by which it is
governed;,
iv. if applicable, the register in which it is entered (including details of
the jurisdiction) and its registration number in that register;, and
v. date of appointment.
4. Application for licence variation or renewal by existing licence holder
A licence holder that is applying for a licence variation either in respect of a new controlled activity or a new controlled activities business activity, or to renew his licence in anticipation of the licence holder’s existing licence expiring shall be subject to these Rules as a new applicant but shall not be obliged to provide the documents required by paragraph (2)(b) to (e) of Rule 3 if an officer of the licence holder provides to the Registrar, written confirmation that the documents previously filed with the Registrar and remain complete and current.
5. Granting of licences
(1) For the purposes of the Regulations, a licence may be granted in respect of a controlled activity if the applicant satisfies the Registrar that— (a) the proposed controlled activity is consistent with the objectives of the Abu Dhabi Global Market;, (b) the applicant is sufficiently capitalised, skilled and qualified to carry on the controlled activities which the applicant proposes to carry on in for from the Abu Dhabi Global Market;, (c) the legal form of the applicant is suitable to the controlled activities which the applicant proposes to carry on in or from the Abu Dhabi Global Market;, (d) the registered office or branch from which the applicant proposes to carry on the controlled activity is suitable for such purposes;, and (e) in the case of applicants who hold or have previously held a licence, the applicant has complied in all material respects with the conditions of such licence, (2) Applicants must also satisfy the conditions of licence specified in Rules 56 to 1113, as applicable.

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(3) If the Registrar is satisfied that the requirements of the Regulations and these Rules are complied with, the Registrar may issue a certificate granting a licence to an applicant. The certificate shall state— (a) the name of the licence holder;, (b) the legal form of the licence holder;, (c) the name(s) of the authorised signatories of the licence holder, together with a statement as to whether they may act severally or must act jointly;, (d) the controlled activity for which the licence holder is licensed; and, where applicable, the business activity or business activities for which the licence holder is licensed, (e) the registered address from which the controlled activity may be carried on;, and (f) the dates on which the licence is issued and expires. (4) Where a licence holder proposes to carry on a controlled activity from a branch in the Abu Dhabi Global Market, the Registrar may issue a certificate stating it has registered a branch in the Abu Dhabi Global Market. (5) The Registrar must cause to be published— (a) on its website;, or (b) in accordance with section 988 of the Companies Regulations 2015, notice of the certificates issued pursuant to this Rule.
6. General conditions of licence for all licence holders
A licence holder must—
(a) only carry out the controlled activity or business activity to which its licence relates from the address stated on its licence and maintain the right to use such premises for that purpose;, (b) maintain compliance with—
i. any obligation imposed from time to time upon him or his connected
persons by or under any enactment (including the Regulations and these Rules) or any other law applicable in the Abu Dhabi Global Market;, and
ii. any licence, authorisation or approval requirement imposed by any
Federal Law having application in the Abu Dhabi Global Market

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and to which the licence holder is subject in relation to his activities in the Abu Dhabi Global Market;, (c) at all times put in place suitable arrangements to ensure that he will comply with the obligations referred to in paragraph (1)(b);, (d) at all times maintain at least one (1) authorised signatory who holds a residency visa issued by a competent authority in the United Arab Emirates;, (e) comply with the Business and Company Names Rules 2016;, (f) comply with any other conditions and requirements specified in writing by the Registrar;, and (g) have paid any fees and dues owed to the Registrar pursuant to the Regulations or any rules made thereunder.
7. General conditions of licence for branches
(1) A licence holder must, in any written communication originating in or from the Abu Dhabi Global Market or related to any activity of the body corporate carried on in or from the Abu Dhabi Global Market, state after its full legal name either the words "(ADGM branch of non-ADGM body corporate)" or the words "(ADGM branch)". (2) A licence holder must— (a) ensure that any obligation imposed from time to time upon him or his connected persons by or under any enactment (including the Regulations and these Rules), any other law applicable in the Abu Dhabi Global Market are complied with;, and (b) at all times put in place suitable arrangements to ensure that he will comply with the obligations referred to in paragraph (2)(a). (3) A Branchbranch shall keep adequate accounting records with respect to all sums of money received and expended by the Branchbranch and all sales and purchases of goods and services and other transactions by the Branchbranch and the assets and liabilities of the Branchbranch. Such Records shall be sufficient to show and explain all transactions by the Branchbranch and must be such as to— (a) disclose with reasonable accuracy the financial position of the Branchbranch at any time;, and (b) enable the directors to ensure that any accounts prepared by the Branchbranch comply with the requirements of these Rules.

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(4) The Branch’sbranch’s accounting Records shall be— (a) kept at the Branch’sbranch’s registered office;, (b) preserved by the Branchbranch for at least ten years from the date on which they are made;, and (c) at all reasonable times open to inspection by the directors of the relevant non-ADGM body corporate. (5) Not later than 14 days after the Registrar sends a written request to the Branch’sbranch’s registered office, the Branchbranch must deliver to the Registrar a copy of all requested accounting records. (6) A licence holder must within 14 days notify the Registrar of any decision to cease to carry on any controlled activity to which its licence relates from any address stated on its licence, by filing a branch deregistration application containing the prescribed information. (7) A licence holder must within one month of the change deliver to the Registrar a return containing details of any alteration to the information delivered under Rule 2(d) toa), (b), (e), (f) and (g) and Rule 3(1). 7A. Power to strike off branch on initiative of Registrar (1) If the Registrar has reasonable cause to believe that a branch has not been carrying on business or in operation, the Registrar may send to the licence holder and, if it is possible to do so, the branch, a communication inquir ing whether the branch is carrying on business or in operation. (2) The communication must state that:
(a) the licence holder or, if applicable, the branch have 14 days to respond to the Registrar; and (b) if an answer is not received, a notice will be published on the Registrar’s website stating that the Registrar proposes to strike off the branch from the register. (3) If, within 14 days after sending the communication, the Registrar:
(a) receives a response to the effect that the branch is not carrying on business or in operation, or (b) does not receive any response, the Registrar may publish on the Registrar’s website a notice that, at the expiration of 14 days from the date of the notice, the name of the branch mentioned in it will, unless cause is shown to the contrary by representations made to the Registrar, be struck off the register. (4) At the expiration of 14 days from the date of the notice on the Registrar’s

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website, the Registrar may, unless cause to the contrary is shown by representations made to the Registrar, strike the branch’s name off the register. (5) The liability (if any) of every director, managing officer and member of the licence holder continues and may be enforced as if the branch’s name had not been struck off the register.
8. Specific conditions of licence - legal services
(1) This Rule sets out the conditions for an applicant to carry on the controlled activity of legal services. and the ongoing requirements applicable to persons holding a licence to provide legal services. (2) The applicant must— (a) be licensed or authorised by an approved legal regulatory body to carry on activities of the kind which the applicant intends to carry on in the Abu Dhabi Global Market;, (b) at all times maintain such licence or authorisation;, (c) ensure that any obligation imposed from time to time upon him or his connected persons by or under any enactment (including the Regulations and these Rules), any other law applicable in the Abu Dhabi Global Market and any law applicable outside the Abu Dhabi Global Market to which he is subject, are complied with, and (d) at all times put in place suitable arrangements to ensure that he will comply with the obligations referred to in paragraph (2)(c). (3) The applicant and any connected person must not be subject to any of the following events— (a) imprisonment or any other penalty in criminal proceedings;, (b) becoming and continuing to be unable to attend to the business of the applicant;, and (c) abandonment of his business in the Abu Dhabi Global Market. (4) The applicant must comply with any other conditions and requirements specified in writing by the Registrar from time to time.
9. Specific conditions of licence - accountancy services
(1) This Rule sets out the conditions for an applicant to carry on the controlled activity of accountancy services. and the ongoing requirements applicable to persons holding a licence to provide accountancy services. (2) The applicant must— (a) be licensed or authorised by an approved accountancy regulatory body to carry on activities of the kind which the applicant intends to carry on in the Abu Dhabi Global Market;,

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(b) at all times maintain such licence or authorisation;, (c) ensure that any obligation imposed from time to time upon him or his connected persons by or under any enactment (including the Regulations and these Rules), any other law applicable in the Abu Dhabi Global Market and any law applicable outside the Abu Dhabi Global Market to which he is subject, are complied with;, and (d) at all times put in place suitable arrangements to ensure that he will comply with the obligations referred to in paragraph (2)(c). (3) The applicant and any connected person must not be subject to any of the following events— (a) imprisonment or any other penalty in criminal proceedings;, (b) becoming and continuing to be unable to attend to the business of the applicant;, and (c) abandonment of his business in the Abu Dhabi Global Market. (4) The applicant must comply with any other conditions and requirements specified in writing by the Registrar from time to time.
10. Specific conditions of licence - insolvency practitioner services
(1) This Rule sets out the conditions for an applicant to carry on the controlled activity of insolvency practitioner services. and the ongoing requirements applicable to persons holding a licence to provide insolvency practitioner services. (2) The applicant must— (a) be licensed or authorised by an approved insolvency practitioner regulatory body to carry on activities of the kind which the applicant intends to carry on in the Abu Dhabi Global Market;, (b) at all times maintain such licence or authorisation;, (c) ensure that any obligation imposed from time to time upon him or his connected persons by or under any enactment (including the Regulations and these Rules), any other law applicable in the Abu Dhabi Global Market and any law applicable outside the Abu Dhabi Global Market to which he is subject, are complied with;, and (d) at all times put in place suitable arrangements to ensure that he will comply with the obligations referred to in paragraph (2)(c).

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(3) The applicant and any connected person must not be subject to any of the following events— (a) imprisonment or any other penalty in criminal proceedings;, (b) becoming and continuing to be unable to attend to the business of the applicant;, and (c) abandonment of his business in the Abu Dhabi Global Market. (4) The applicant must comply with any other conditions and requirements specified in writing by the Registrar from time to time.
11. Specific conditions of licence - other economic activities: healthcare
(1) This Rule sets out the conditions for an applicant to carry on other economic activities, where the applicant intends to carry on encompassing any one or more of the following business activities, and the ongoing requirements applicable to persons holding a licence to provide heathcare services: provision of health services, including the practice of medicine and dentistry, operation of hospitals, clinics, care homes, nursing homes and other establishments providing health or social care services, and any other business activity related to healthcare governed by any Federal Law having application in the Abu Dhabi Global Market which requires the performance of the activity to be subject to licensing, authorisation or approval. (2) The applicant must— (a) be licensed or authorised by an approved healthcare regulatory body to carry on activities of the kind which the applicant intends to carry on in the Abu Dhabi Global Market;, (b) at all times maintain such licence or authorisation;, (c) ensure that any obligation imposed from time to time upon him or his connected persons by or under any enactment (including the Regulations and these Rules), any other law applicable in the Abu Dhabi Global Market and any law applicable outside the Abu Dhabi Global Market to which he is subject, are complied with;, and (d) at all times put in place suitable arrangements to ensure that he will comply with the obligations referred to in paragraph (2)(c). (3) The applicant and any connected person must not be subject to any of the following events— (a) imprisonment or any other penalty in criminal proceedings;,

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(b) becoming and continuing to be unable to attend to the business of the applicant;, and (c) abandonment of his business in the Abu Dhabi Global Market. (4) The applicant must comply with any other conditions and requirements specified in writing by the Registrar from time to time.
12. Specific conditions of licence - providing company services
(1) This Rule sets out the conditions for an applicant to carry on the controlled activity of providing company services and the ongoing requirements applicable to persons holding a licence to provide company services. (2) Applicants for a license to provide company services must satisfy the Registrar that they meet, or upon grant of a licence will meet, the conditions set out in the Schedule 1 to these Rules. (3) Licensed company service provider must comply with— (a) the conditions set out in Schedule 1 to these Rules, (b) all regulations and rules that are applicable to it, including but not limited to— (i) chapter 2 of Part 12 of the Companies Regulations 2020, and (ii) the Commercial Licensing Regulations 2015 (Client Money) Rules 2020, (c) the terms of its license and any other conditions, requirements or directions specified in writing by the Registrar from time to time, and (d) its policies, controls and procedures adopted to ensure compliance with such regulations, rules, requirements and directions. (4) Where a licensed company service provider is conducting activities outsourced to it under the UAE Economic Substance Regime, the licensed company service provider must have in place such additional policies, controls and procedures as are necessary or desirable as a consequence of that regime. (5) No person may become a director, partner or manager of a licensed company service provider unless— (a) the company service provider has served on the Registrar a written notice providing particulars of the new director, partner or manager, and (b) the Registrar has not, before the end of the period of three months beginning with the date of service of that notice, notified him in writing

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that the Registrar objects to such person becoming a director, partner or manager of the company service provider. (6) A company service provider may resign by giving notice in accordance with the relevant contractual obligations or, in the absence of any express contractual notice provision, by– (a) giving a minimum of 30 days’ notice of its intention to resign; and (b) filing a copy of such notice with the Registrar within 14 days of its delivery. (7) Where a company service provider ceases to act as the company service provider of a body corporate incorporated or registered in Abu Dhabi Global Market (whether because the company service provider has resigned or been replaced, its license to provide company services has been suspended or cancelled by the Registrar or otherwise), the company service provider must— (a) provide copies of all of its records related to such body corporate to the company service provider appointed by such body corporate as its company service provider (the “successor company service provider”), and (b) do all things necessary to –
i. facilitate the appointment of the successor company service
provider; and
ii. enable the successor company service provider to transition into and
commence discharging its duties and obligations as the company service provider of the body corporate. (8) The Registrar may require the licensed company service provider and such person (referred to in paragraph (5) above) to provide it with such further information as the Registrar reasonably considers necessary. 12 13. Specific conditions of licence - special conditions for partnerships (1) Where persons propose to establish a partnership governed by the laws of the Abu Dhabi Global Market; either— (a) such persons, in the case of a partnership that does not have separate legal personality; or (b) the partnership, in the case of a partnership that has separate legal personality, shall apply for a licence in the name of the partnership.

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(2) No licence may be granted to a partnership that does not have separate legal personality unless the partnership has been formed pursuant to a written partnership agreement and the agreement has been registered with the Registrar by filing an application for registration in the form specified by the Registrar at the same time as the applicant submits an application for a licence under the Regulations. The partners of a partnership that does not have separate legal personality shall be jointly liable for compliance with these Rules and any applicable conditions of licence. (3) This Rule does not apply to an applicant which is a non-ADGM body corporate who shall be subject to the Regulations and these Rules as a non-ADGM body corporate. 13 14.Designation of bodies The Registrar may specify a body as an approved accountancy regulatory body, an approved healthcare regulatory body, an approved insolvency practitioner regulatory body or an approved legal regulatory body generally or on a case-by-case basis or both. 14 15. General false statement contravention (1) It is a contravention of these Rules for a person, as part of a licence application, knowingly or recklessly to deliver or cause to be delivered to the Registrar, information, a document or a statement, that is misleading, false or deceptive in a material particular. (2) A person who commits a contravention referred to in subsection (1) is liable to a fine of up to level 7. 15 16.Commercial Licensing Regulations 2015 (Conditions of Licence and Branch Registration) Rules 20182019 The Commercial Licensing Regulations 2015 (Conditions of Licence and Branch Registration) Rules 20182019 are repealed.

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SCHEDULE 1
Conditions ofLicence - Company service providers Condition 1 - Fit and proper person

1. The applicant is a body corporate and is a fit and proper person to hold a licence
   as a company service provider and every person who is, or is to be, a director, partner or manager of the applicant is a fit and proper person to hold that position.
2. In determining whether an applicant is a fit and proper person to hold a licence
   as a company service provider, regard shall be had to– (a) the nature, scale and complexity of the activities of the applicant and any associated risks that those activities pose to the Abu Dhabi Global Market, (b) whether the applicant's business model will allow for its affairs and business to be conducted and managed in a sound and prudent manner, having regard in particular to the interests of consumers and the integrity of the Abu Dhabi Global Market, (c) whether the persons who are, or are to be, a director, partner or manager of the applicant are a fit and proper person to hold that position, (d) any matter which may harm or may have harmed the integrity or the reputation of the Registrar or the Abu Dhabi Global Market, and (e) any other relevant matters.
3. In determining whether an individual is a fit and proper person to hold a
   particular position with respect to the applicant, regard shall be had to– (a) their probity, competence, experience and soundness of judgement for fulfilling the responsibilities of that position, (b) the diligence with which they are fulfilling or likely to fulfil those responsibilities, (c) whether the interests of clients of the applicant are, or are likely to be, in any way threatened by them holding that position, (d) in the case of those who will manage the applicant’s affairs, their skills, experience, educational and professional qualifications, membership of professional or other relevant bodies and any evidence of their continuing professional education or development,

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(e) their knowledge and understanding of the legal and professional obligations to be assumed or undertaken, and (f) their record of compliance with legal obligations, with any professional obligations or with policies and procedures applicable to them. Condition 2 – Policies, Procedures and Controls
1. The applicant must establish and maintain compliance arrangements including
policies, controls, processes and procedures that ensure and evidence, as far as reasonably practicable, compliance with all regulations, rules, guidance and instructions applicable to it.
2. The applicant has in place training to communicate those policies, controls and
procedures, and any changes to them, to the applicant’s employees.
3. The policies, controls and procedures must include–
(1) risk management,
(2) anti-money laundering, including customer due diligence, (3) the handling and segregation of client funds and assets, (4) record keeping, and (5) the monitoring and management of compliance with, and the internal communication of, such policies, controls and procedures.
4. An applicant must, or upon the grant of a licence will, distinguish between the
fees payable:
(a) to the Registrar; and
(b) to the applicant for its services, in all forms of communication, including the issuing of invoices, relating to any services offered or conducted by the applicant. Condition 3 – Adequate capital and insurance cover
1. The applicant conducts or, in the case of an applicant who is not yet carrying on
a controlled activity, will conduct its business in a prudent manner.
2. An applicant must, or upon the grant of a licence will –
(a) maintain a capital base of at least $25,000 USD; and

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(b) maintain insurance cover of an amount which, in the reasonable opinion of the applicant, is adequate to manage the applicant’s business or intended business effectively and responsibly. Condition 4 – Adequate resources The applicant must maintain and be able to demonstrate the existence of adequate resources to conduct and manage its affairs. These include adequate financial and system resources as well as adequate and competent human resources.

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BUSINESS AND COMPANY NAMES RULES 20162020
Date of Adoption 17 April 2016 [•]
The Board of Directors of Abu Dhabi Global Market, in exercise of the powers conferred by sections 49, 50, 51, 54, 55(2), 70(1), and 980(2) of the Companies Regulations 2015 2020 and sections 22(1), 59(1)(b), 60(1) and 62(1) of the Commercial Licensing Regulations 2015, makes the following Rules:-
PART 1
INTRODUCTORY

1. Citation, commencement and interpretation
   (1) These Rules may be cited as the Business and Company Names Rules 20162020. (2) These Rules shall come into force on the date of their publication. On the date of coming into force of these Rules, the Business and Company Names Rules 20152016 shall be repealed and any application made, statement delivered or consent given, pursuant to the Business and Company Names Rules 20152016 shall be deemed to have been an application made, statement delivered or consent given, pursuant to the equivalent provision of these Rules. (3) In these Rules— (a) “a controlled activity” has the meaning given to it pursuant to the Commercial Licensing Regulations, (b) “Approved Trade Name” has the meaning given to that term in Rule 6(2)(b), (c) “Name Reservation” has the meaning given to that term in Rule 13, (d) “Proposed Trade Name” has the meaning given to that term in Rule 3, (e) “Name Reservation Applicant” has the meaning given to that term in Rule 13. (f) “the Commercial Licensing Regulations” means the Commercial Licensing Regulations 2015, (g) “the Companies Regulations” means the Companies Regulations 20152020, (h) “Trade Name” means any name under which a person conducts business that is different from that person’s legal name,

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(i) “Trade Name Application” has the meaning given to that term in Rule 3, and (j) “Trade Name Holder” has the meaning given to that term in Rule 6(2)(a). (4) Unless the context otherwise requires— (a) a reference to a ‟Rule” or ‟Rules” is a reference to these rules and a reference to a numbered rule, Part or Schedule is to the rule, Part or
Schedule, and
(b) words in the singular include the plural and vice versa and a reference to a gender includes a reference to all genders.

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PART 2
TRADE NAMES
2. General prohibition
(1) Subject to Rule 2(2), no person may conduct business in Abu Dhabi Global Market under a Trade Name that is not an Approved Trade Name in respect of which that person is the Trade Name Holder. (2) The Registrar may specify on its website certain persons who are exempt from the prohibition in Rule 2(1). (3) A person who breaches Rule 2(1) commits a contravention of these Rules and is liable to a level 5 fine on the standard scale.
3. Application for a trade name
Any person:
(a) applying for a licence under the Commercial Licensing Regulations, or (b) who is licensed under the Commercial Licensing Regulations, who intends to conduct business in Abu Dhabi Global Market under a Trade Name must make a Trade Name application (a “Trade Name Application”) specifying the proposed Trade Name of the applicant (a “Proposed Trade Name”) to the Registrar.
4. Application process and fees
(1) Trade Name Applications must be made in the form specified by the Registrar from time to time on its website. (2) The Registrar may require supporting documentation to be provided in connection with a Trade Name Application evidencing the applicant’s right to use a Proposed Trade Name and such other matters as the Registrar may reasonably require. (3) The Board may exercise its powers under Section 938 of the Companies Regulations and Section 16(8) of the Commercial Licensing Regulations to make rules requiring the payment of fees to the Registrar in connection with these Rules.
5. Restriction on number of Approved Trade Names
(1) A person may make an application pursuant to Rule 4 in respect of more than one Proposed Trade Name. (2) A Trade Name Holder may make an application pursuant to Rule 4 in respect of one or more additional Proposed Trade Names.

Appendix 3
(3) Any application for more than one Trade Name shall set out in writing the reasons why the Trade Name Holder requires more than one Trade Name. (4) The Registrar may, in its absolute discretion, refuse any application for more than one Approved Trade Name.
6. Determination by the Registrar
(1) On receiving a Trade Name Application the Registrar may either approve it or reject it. (2) If the Trade Name Application is approved by the Registrar, the Registrar shall issue a notice to the applicant setting out— (a) the legal name and address of the person entitled to use the trade name (the “Trade Name Holder”), and (b) the approved trade name (“Approved Trade Name”). (3) The Registrar may reject a Trade Name Application in its sole discretion. If a Trade Name Application is rejected by the Registrar, the Registrar shall provide notice to the applicant of the rejection. (4) The Registrar is not required to provide reasons for its rejection of a Trade Name Application.
7. Registrar’s list of Approved Trade Names
The Registrar shall maintain a list of Approved Trade Names and their respective Trade Name Holders on its existing public register.
8. Names not to be the same as another in the Registrar’s list of Approved Trade
Names
Subject to Rules 19 and 20, a Proposed Trade Name that is the same as another name on the Registrar’s list of Approved Trade Names shall not be approved.
9. Change of Approved Trade Name
(1) An application to change an Approved Trade Name may be submitted to the Registrar by that Approved Trade Name’s Trade Name Holder. (2) Applications under Rule 9(1) must be made in the form specified by the Registrar from time to time on its website. (3) Subject to Rule 9(2), an application to change an Approved Trade Name shall be subject to the provisions of these Rules that apply to Trade Name Applications.

Appendix 3
10. Registrar’s power to direct change of Approved Trade Name
(1) The Registrar may direct a Trade Name Holder to change an Approved Trade Name if the Approved Trade Name is the same as, or, in the opinion of the Registrar, too like:
(a) the name of the Federal Government of the United Arab Emirates or the Government of any Emirate within the United Arab Emirates, (b) the name of a municipality within the United Arab Emirates, (c) the name of any other person registered with any governmental authority of the United Arab Emirates or of any Emirate within the United Arab Emirates, (d) a name appearing at the time of the registration in the Registrar’s list of company names or the Registrar’s list of Approved Trade Names, or (e) a name that should have appeared in the Registrar’s list of company names or the registrar’s list of Approved Trade Names at that time. (2) Any direction given pursuant to Rule 10(1) must:
(a) be in writing,
(b) be given within twelve months of the Registrar’s approval of the Approved Trade Name in question, and (c) specify the date by which the Trade Name Holder must change the Approved Trade Name.
11. Dissolution of Trade Name Holder
If a Trade Name Holder is dissolved, liquidated or otherwise ceases to exist, the Approved Trade Name held by that Trade Name Holder shall immediately cease to be an Approved Trade Name.
12. Dormant Trade Names
(1) If it appears to the Registrar that an Approved Trade Name has not been in use for 180 days, then— (a) the Registrar may serve written notice on the relevant Trade Name Holder requesting evidence that the Approved Trade Name is in use (a “Dormant Trade Name Notice”), and (b) if the Trade Name Holder does not supply within 90 days of receipt of a Dormant Trade Name Notice evidence satisfactory to the Registrar that the Approved Trade Name was in use during the previous 270 days, the Registrar may revoke its approval of the relevant Approved Trade Name.

Appendix 3
PART 3
COMPANY NAME RESERVATION
13. Reservation of a Company Name
(1) Applications to reserve a company name (a “Name Reservation”) under
section 47 of the Companies Regulations must be made in the form specified by
the Registrar form time to time on its website.
(2) If the Name Reservation is approved by the Registrar, the Registrar shall provide the applicant (the “Name Reservation Applicant”) with written notice to that effect and the company name specified in the Name Reservation shall be reserved for the Name Reservation Applicant for a period of 30 days from the date of such written notice. (3) The Registrar may reject a Name Reservation in its sole discretion. If a Name Reservation is rejected by the Registrar, the Registrar shall provide notice to the applicant of the rejection. (4) The Registrar is not required to provide reasons for its rejection of a Name Reservation.
PART 4
PERMITTED COMPANY NAMES AND TRADE NAMES
14. Permitted characters
(1) This Rule sets out the characters, signs, symbols (including accents and other diacritical marks) and punctuation that may be used— (a) in the name of a company registered under the Companies Regulations, (b) in a Trade Name, and (c) in names and addresses contained in documents delivered to the Registrar, (“the permitted characters”). (2) The following permitted characters may be used for the purposes set out in Rule (a) any character, character with an accent or other diacritical mark, sign or symbol set out in table 1 in Schedule 1, (b) 0, 1, 2, 3, 4, 5, 6, 7, 8 or 9, (c) full stop, comma, colon, semi-colon or hyphen, and

Appendix 3
(d) any other punctuation referred to in column 1 of table 2 in Schedule 1 but only in one of the forms set out opposite that punctuation in column 2 of that table. (3) The signs and symbols set out in table 3 in Schedule 1 are permitted characters that may be used but not as one of the first three permitted characters of a company’s name. (4) The name of a company registered under the Companies Regulations and any Trade Name must not consist of more than 400 permitted characters. (5) For the purposes of computing the number of permitted characters in paragraph (4) of this Rule (but not in paragraph (3) of this Rule), any blank space between one permitted characters and another in the name shall be counted as though it was a permitted character.
15. Limited and permitted alternatives
A person must not carry on a controlled activity in or from the Abu Dhabi Global Market under a name that concludes with any word or abbreviation set out in inverted commas in paragraph 1 of Schedule 2 or any word or expression specified as similar thereto pursuant to paragraph 2 of Schedule 2 unless that person is — (a) a company incorporated or continued in the Abu Dhabi Global Market with that name pursuant to the Companies Regulations, or (b) an overseas company with that name registered in the Abu Dhabi Global Market under the Commercial Licensing Regulations.
16. Other indications of legal form
A person must not carry on a controlled activity in or from the Abu Dhabi Global Market under a name that includes any expression or abbreviation set out in inverted commas in paragraph 3 of Schedule 2 or (any word or abbreviation specified as similar thereto pursuant to paragraph 4 of Schedule 2) unless that person is such a company or partnership as is indicated in that expression or abbreviation.
17. Inappropriate indication of company type or legal form: generally applicable
provisions
(1) A person must not carry on a controlled activity in or from the Abu Dhabi Global Market under a name that includes, otherwise than at the end of the name, an expression or abbreviation specified in inverted commas in paragraphs 3(a) to 3(f) of Schedule 2 (or any expression or abbreviation specified as similar thereto pursuant to paragraph 4 of Schedule 2). (2) Paragraph (1) is subject to Rule 18(b).
18. Inappropriate indication of company type or legal form: unlimited company
An unlimited company must not be registered under the Regulations by a name that concludes with—

Appendix 3
(a) the word or abbreviation specified in inverted commas in paragraph 1(a) of Schedule 2 (or any word or abbreviation specified as similar thereto pursuant to paragraph 2 of Schedule 2), or (b) an expression or abbreviation specified in inverted commas in paragraph 3(a) to (f) of Schedule 2 (or any expression or abbreviation specified as similar thereto pursuant to paragraph 4 of Schedule 2).
19. Names not to be the same as another in the Registrar’s lists
(1) A Proposed Trade Name that is the same as either:
(a) another name on the Registrar’s list of company names; or (b) another name on the Registrar’s list of Approved Trade Names shall not be approved unless the Trade Name Application is submitted by the company of that name or with the written consent of the relevant company or Trade Name Holder. (2) Schedule 3 has effect for setting out— (a) the matters that are to be disregarded, and (b) the words, expressions, signs and symbols that are to be regarded as the same, for the purposes of Rule 19(1) and section 55 of the Companies Regulations (determining whether a name to be registered under the Regulations is the same as another name appearing in the Registrar’s list of company names).
20. Consent to registration of a name which is the same as another in the Registrar’s
list of company names
(1) If the conditions in paragraph (2) are met, then (a) a company may be registered under the Companies Regulations by a name which would be deemed the same as another on the Registrar’s list of company names, and (b) a Proposed Trade Name which would be deemed the same as another on the Registrar’s list of company names or the same as another on the Registrar’s list of Approved Trade names may be approved by the Registrar. (2) The conditions are— (a) the company or other body whose name already appears in the Registrar’s list of company names or who is the Trade Name Holder of the Approved Trade Name in question (“Body X”) consents to the Proposed Same Company Name or Proposed Trade Name being the

Appendix 3
name of a company or the Approved Trade Name of the person making the relevant Trade Name Application (as the case may be) (“Body Y”), (b) Body Y forms, or is to form, part of the same group as Body X, and (c) Body Y provides to the Registrar a copy of a statement made by Body X indicating— (i) the consent of Body X as referred to in sub-paragraph (a), and (ii) that Company Y forms, or is to form, part of the same group as Body X. (3) If the Proposed Same Company Name or Proposed Trade Name is to be taken by a company which has not yet been incorporated, the copy of such statement must be provided to the Registrar instead by the person who delivers to the Registrar the application for registration of the company (and the reference in paragraph (1) to the conditions in paragraph (2) shall be read accordingly). (4) The Registrar may accept the statement referred to in paragraph (2)(c) as sufficient evidence that the conditions referred to in paragraph (2)(a) and (b) have been met. (5) If the consent referred to in paragraph (2)(a) is given by Body X, a subsequent withdrawal of that consent does not affect:
(a) the registration of Body Y by that Proposed Same Company Name, or (b) Body Y’s registration as the Trade Name Holder of the relevant Approved Trade Name (6) In this Rule— (a) “group” has the meaning given in section 446(1) of the Companies Regulations, and (b) “Proposed Same Company Name” means a name which is, due to the application of Rule 19 and Schedule 3, considered the same as either a name appearing in the Registrar’s list of company names and differs from that name appearing in the list by any of the matters set out in inverted commas in paragraph 5 of Schedule 3.
21. Names with connection to Public Authorities
Each of the persons and bodies set out in Schedule 4 is specified for the purposes of
section 59(1)(b) of the Commercial Licensing Regulations and section 49(1)(c) of the
Companies Regulations.

Appendix 3
22. Specified words and expressions to which section 60 of the Commercial Licensing
Regulations and section 50 of the Companies Regulations apply The following words and expressions are specified for the purposes of section 60(1) of the Commercial Licensing Regulations and section 50 of the Companies Regulations — (a) the words and expressions set out in Schedule 5, (b) the plural and possessive forms of those words and expressions, and, where relevant, the feminine form, and (c) where relevant, other grammatical forms of those words and expressions.
23. Interpretation
In this Part “permitted characters” has the meaning given in Rule 14(1).
PART 5
TRADING DISCLOSURES
24. Legibility of displays and disclosures
Any display or disclosure of information required by this Part must be in characters that can be read with the naked eye.
25. Requirement to display registered name at registered office and inspection place
(1) Every company registered under the Companies Regulations and every person licensed under the Commercial Licensing Regulations shall display its full legal name at— (a) its registered office, and (b) in the case of companies registered under the Companies Regulations only, any inspection place. (2) Paragraph (1) shall not apply to any company registered under the Companies Regulations which has at all times since its registration been dormant. (3) Paragraph (1) shall also not apply to the registered office or an inspection place of a person where— (a) in respect of that person, a liquidator, administrator or administrative receiver has been appointed, and (b) the registered office or inspection place is also a place of business of that liquidator, administrator or administrative receiver.

Appendix 3
26. Requirement to display registered name at other business locations
(1) This Rule applies to a location other than a person’s registered office in Abu Dhabi Global Market or, in the case of a company registered under the Companies Regulations, any inspection place. (2) A company registered under the Companies Regulations and every person licensed under the Commercial Licensing Regulations shall display its legal name at any such location at which it carries on business. (3) But paragraph (2) shall not apply to a location which is primarily used for living accommodation. (4) Paragraph (2) shall also not apply to any location at which business is carried on by a person where— (a) in respect of that person, a liquidator, administrator or administrative receiver has been appointed, and (b) the location is also a place of business of that liquidator, administrator or administrative receiver. (5) Paragraph (2) shall also not apply to any location at which business is carried on by a company registered under the Companies Regulations of which every director who is an individual is a relevant director. (6) In this Rule— (a) “administrative receiver” has the meaning given by section 152 of the Insolvency Regulations 2015, (b) “credit reference agency” has the meaning given in section 229(7) of the Companies Regulations, (c) “protected information” has the meaning given in section 226 of the Companies Regulations, and (d) “relevant director” means an individual in respect of whom the Registrar is required by Rules made pursuant to section 229(4) of the Companies Regulations to refrain from disclosing protected information to a credit reference agency.
27. Manner of display of name
(1) This Rule applies where a person is required to display its legal name at any office, place or location. (2) Where that office, place or location is shared by no more than five persons who are subject to the requirement to display their legal name at any office, place or location, the registered name shall be so positioned that it may be easily seen by any visitor to that office, place or location and shall be displayed continuously.

Appendix 3
28. Name to appear in communications
(1) Every company registered under the Companies Regulations and every person licensed under the Commercial Licensing Regulations shall disclose its legal name on— (a) its business letters, notices and other official publications, (b) its bills of exchange, promissory notes, endorsements and order forms, (c) cheques purporting to be signed by or on behalf of that person, (d) orders for money, goods or services purporting to be signed by or on behalf of the company, (e) its bills of parcels, invoices and other demands for payment, receipts and letters of credit, (f) its applications for licences to carry on a controlled activity in or from the Abu Dhabi Global Market (including any application for the issuance or renewal of a licence under the Commercial Licensing Regulations), and (g) all other forms of its business correspondence and documentation. (2) Every company registered under the Companies Regulations and every person licensed under the Commercial Licensing Regulations shall disclose its legal name on its website(s).
29. Further particulars to appear in business letters, order forms and websites
(1) Every company registered under the Companies Regulations shall disclose the particulars set out in paragraph (2) on— (a) its business letters, (b) its order forms, and (c) its websites. (2) The particulars are— (a) the company’s registered number, and (b) the address of the company’s registered office.
30. Disclosure of names of directors
(1) Where a company registered under the Company Regulation’s business letter includes the name of any director of that company, other than in the text or as a signatory, the letter must disclose the name of every director of that company. (2) In paragraph (1), “name” has the following meanings—

Appendix 3
(a) in the case of a director who is an individual, “name” has the meaning given in section 154(2) of the Companies Regulations, and (b) in the case of a director who is a body corporate or a firm that is a legal person under the law by which it is governed, “name” means corporate name or firm name.
31. Disclosures relating to registered office and inspection place
(1) A company registered under the Companies Regulations shall disclose— (a) the address of its registered office, (b) any inspection place, and (c) the type of company records which are kept at that office or place, to any person it deals with in the course of business who makes a written request to the company for that information. (2) The company shall send a written response to that person within five working days of the receipt of that request.
32. Interpretation
In this Part—
(a) “company record” means—
(i) any register, index, accounting records, agreement, memorandum, minutes or other document required by the Companies Regulations to be kept by a company, and (ii) any register kept by a company of its debenture holders, (b) “inspection place” means any location, other than a company’s registered office, at which a company keeps available for inspection any company record which it is required under the Companies Regulations to keep available for inspection, (c) a reference to any type of document is a reference to a document of that type in hard copy, electronic or any other form, and (d) in relation to a company, a reference to “its websites” includes a reference to any part of a website relating to that company which that company has caused or authorised to appear.

Appendix 3
33. Business and Company Names Rules 2016
The Business and Company Names Rules 2016 are repealed.

Appendix 3
SCHEDULE 1
Characters, Signs, Symbols (including Accents and other Diacritical Marks) and Punctuation
Table 1
Characters, signs and symbols
A À Á Â Ã
Ä Å Ā Ă Ą
Ǻ Æ Ǽ B C
Ç Ć Ĉ Ċ Č
D Þ Ď Đ E
È É Ê Ë Ē
Ĕ Ė Ę Ě F
G Ĝ Ğ Ġ Ģ
H Ĥ Ħ I Ì
Í Î Ï Ĩ Ī
Ĭ Į İ J Ĵ
K Ķ L Ĺ Ļ
Ľ Ŀ Ł M N
Ñ Ń Ņ Ň Ŋ
O Ò Ó Ô Õ
Ö Ø Ō Ŏ Ő
Ǿ Œ P Q R
Ŕ Ŗ Ř S Ś
Ŝ Ş Š T Ţ
Ť Ŧ U Ù Ú
Û Ü Ũ Ū Ŭ
Ů Ű Ų V W
Ŵ Ẁ Ẃ Ẅ X
Y Ỳ Ý Ŷ Ÿ
Z Ź Ż Ž &
@ £ $ € ¥

Appendix 3
Table 2
Column 1 (type of punctuation) Column 2 (punctuation mark) Apostrophe ‘ ’ ' Bracket ( ) [ ] { } < > Exclamation mark ! Guillemet « » Inverted comma “ ” " Question mark ? Solidus \ /
Table 3
Signs and symbols
*
=

%
+

Appendix 3
SCHEDULE 2
Specified Words, Expressions and Abbreviations

1. The words and abbreviations specified are—
   (a) “LIMITED” or (with or without full stops) the abbreviation “LTD”, and (b) “UNLIMITED”.
2. The words and abbreviations specified as similar to the word and abbreviation set out
   in inverted commas in paragraph 1 are any in which — (a) one or more characters has been omitted, (b) one or more characters, signs, symbols or punctuation has been added, or (c) each of one or more characters has been substituted by one or more other characters, signs, symbols or punctuation, in such a way as to be likely to mislead the public as to the legal form of a business if included in a business name.
3. The expressions and abbreviations specified are —
   (a) “LIMITED LIABILITY COMPANY” or (with or without full stops) the abbreviation “LLC”, (b) “PRIVATE JOINT STOCK COMPANY” or (with or without full stops) the abbreviation “JSC”, (c) “PUBLIC JOINT STOCK COMPANY” or (with or without full stops) the abbreviation “PJSC”, (d) “PUBLIC LIMITED COMPANY” or (with or without full stops) the abbreviation “PLC”, (e) “RESTRICTED”, “RESTRICTED SCOPE COMPANY” or (with or without full stops) the abbreviation “RSC”, and (f) “LIMITED PARTNERSHIP” or (with or without full stops) the abbreviation "LP".
4. The expressions and abbreviations specified as similar to the expressions and
   abbreviations set out in inverted commas in paragraph 3 are any in which — (a) one or more characters has been omitted, (b) one or more characters, signs, symbols or punctuation has been added, or

Appendix 3
(c) each of one or more characters has been substituted by one or more other characters, signs, symbols or punctuation, in such a way as to be likely to mislead the public as to the legal form of a business if included in a business name.

Appendix 3
SCHEDULE 3
Name same as another in the Registrar’s register of Company Names

1. In determining whether a name is the same as another name appearing in the Registrar’s
   register of company names the provisions in this Schedule are to be applied in the order set out in the Schedule.
2. Regard each permitted character set out in column 1 of the table to this paragraph as
   the same as a corresponding permitted character, or combination of permitted characters, in column 2. Column 1 (permitted characters) Column 2 (to be treated the same as) À Á Â Ã Ä Å Ā Ă Ą Ǻ A Æ Ǽ AE Ç Ć Ĉ Ċ Č C Þ Ď Đ D È É Ê Ë Ē Ĕ Ė Ę Ě E Ĝ Ğ Ġ Ģ G Ĥ Ħ H Ì Í Î Ï Ĩ Ī Ĭ Į İ I Ĵ J Ķ K Ĺ Ļ Ľ Ŀ Ł L Ñ Ń Ņ Ň Ŋ N Ò Ó Ô Õ Ö Ø Ō Ŏ Ő Ǿ O Œ OE CE Ŕ Ŗ Ř R Ś Ŝ Ş Š S Ţ Ť Ŧ T Ù Ú Û Ü Ũ Ū Ŭ Ů Ű Ų U Ŵ Ẁ Ẃ Ẅ W Ỳ Ý Ŷ Ÿ Y Ź Ż Ž Z
3. Taking the name remaining after the application of paragraph 2, disregard any word,
   expression or abbreviation set out in inverted commas in Schedule 2 where it appears at the end of the name.
4. (1) Taking the name remaining after the application of paragraphs 2 and 3, regard
   each of the words, expressions, signs and symbols set out in inverted commas in any of the paragraphs of sub-paragraph (2) (“relevant matters”) as the same as the other relevant matters set out in that paragraph where each relevant matter— (a) is preceded by and followed by a blank space, or (b) where the relevant matter is at the beginning of the name, where it is followed by a blank space.

Appendix 3
(2) The words, expressions, signs and symbols are— (a) “AND” and “&”, (b) “PLUS” and “+”, (c) “0”, “ZERO” and “O”, (d) “1” and “ONE”, (e) “2”, “TWO”, “TO” and “TOO”, (f) “3” and “THREE”, (g) “4”, “FOUR” and “FOR”, (h) “5” and “FIVE”, (i) “6” and “SIX”, (j) “7” and “SEVEN”, (k) “8” and “EIGHT”, (l) “9” and “NINE”, (m) “£” and “POUND”, (n) “€” and “EURO”, (o) “$” and “DOLLAR”, (p) “¥” and “YEN”, (q) “%”, “PER CENT”, “PERCENT”, “PER CENTUM” and “PERCENTUM”, and (r) “@” and “AT”.
5. (1) Taking the name remaining after the application of paragraphs 2 to 4, disregard
at the end of the name the matters set out in inverted commas in sub￾paragraph (2) (or any combination of such matters) where the matter (or combination) is preceded by a blank space or by the following punctuation or symbol in inverted commas— (a) a full stop, or (b) the “@” symbol. (2) The matters are— (a) “& CO”,

Appendix 3
(b) “& COMPANY”,
(c) “AND CO”,
(d) “AND COMPANY”,
(e) “BIZ”,
(f) “CO”,
(g) “CO.AE”,
(h) “COM”,
(i) “COMPANY”, and
(j) “NET”.
(3) The matters in sub-paragraph (2) include any matter in inverted commas that is preceded by and followed by brackets set out in column 2 of table 2 in
Schedule 1.
6. Taking the name remaining after the application of paragraphs 2 to 5, disregard the
following matters in any part of the name—
(a) any punctuation set out in Rule 2(2)(c) or in column 2 of table 2 in Schedule 1; and (b) the following words and symbols set out in inverted commas— (i) “*”, (ii) “=“, and (iii) “#”.
7. Taking the name remaining after the application of paragraphs 2 to 6, disregard the
letter “S” at the end of the name.
8. (1) Taking the name remaining after the application of paragraphs 2 to 7, disregard
any permitted character after the first 60 permitted characters of the name. (2) For the purposes of computing the number of permitted characters in this paragraph, any blank space between one permitted character and another in the name shall be counted as though it was a permitted character.
9. Taking the name remaining after the application of paragraphs 2 to 8, disregard the
following matters or any combination of the following matters set out in inverted commas where they appear at the beginning of the name— (a) “@”, (b) “THE” (but only where followed by a blank space), and

Appendix 3
(c) “WWW”.
10. Taking the name remaining after the application of paragraphs 2 to 9, disregard blank
spaces between permitted characters.

Appendix 3
SCHEDULE 4
Specified “Public Authorities”

1. The Financial Regulator.
2. The Board of Directors.
3. The Registrar.
4. Central Bank of the United Arab Emirates.
5. Insurance Authority of the United Arab Emirates.
6. Emirates Securities and Commodities Authority.
7. Executive Council of the Emirate of Abu Dhabi.
8. Abu Dhabi Municipality.
9. Abu Dhabi Global Market.
10. Abu Dhabi Global Market Registration Authority.
11. Abu Dhabi Global Market Financial Services Regulations Authority.
12. ADGM.
13. ADGM Registration Authority.
14. ADGM Financial Services Authority.
15. ADGM RA.
16. ADGM FSRA.
17. Any other authority specified by the Registrar from time to time for the purposes of this
    Schedule 4.

Appendix 3
SCHEDULE 5
Specified Words and Expressions

1. Abu Dhabi
2. Abu Dhabi Investment Authority
3. Abu Dhabi Investment Council
4. Abu Dhabi National Oil Company
5. Accredited
6. Adjudicator
7. ADNOC
8. Ajman
9. Al Ain
10. Al Dar
11. Al Khaleej
12. Asset Management
13. Association
14. Assurance
15. Audit office
16. Bank
17. Chamber of commerce
18. Charity
19. Chartered
20. Commission
21. Company services
22. Company services provider
23. Corporate services
24. Corporate services provider
    21 25. Co-operative

Appendix 3
22 26. Danat
23 27. Dibba
24 28. Diyar
25 29. Dubai
26 30. Emirates
27 31. Etehad
28 32. Etihad
29 33. Federation
30 34. Foundation
31 35. Fujeirah
32 36. Fund
33 37. Government
34 38. Gulf
39. Incorporation agent
35 40. Inspectorate
36 41. Institution
37 42. Insurance
38 43. Insurer
39 44. Judicial appointment
40 45. Khalifa
41 46. Kohrfakkan
42 47. Licensing
43 48. Masdar
44 49. Mubadala
45 50. Mutual
46 51. National
47 52. Patent

Appendix 3
48 53. Patentee
49 54. Police
50 55. Post office
51 56. Ras Al Khaimah
52 57. Reassurance
53 58. Reassurer
54 59. Registrar
60. Registered agent
55 61. Regulator
56 62. Reinsurance
57 63. Reinsurer
58 64. Saadiyat
59 65. Sharjah
60 66. Sheikh
61 67. Social service
62 68. Standards
63 69. Stock exchange
64 70. Tribunal
65 71. Trust
66 72. UAE
67 73. Umm Al Quwain
68 74. Underwrite
69 75. United
70 76. United Arab Emirates
71 77. University
72 78. Zayed
73 79. Names of continents, countries, capitals of countries and names of the cities

---

Appendix 4
COMMERCIAL LICENSING REGULATIONS 2015
(CLIENT MONEY) RULES 2020
Rules regulating the safeguarding of money and other assets belonging to clients Date of Adoption: [●] The Board of Directors of the Abu Dhabi Global Market, in implementation of the provisions of
section 22 of the Commercial Licensing Regulations 2015, hereby makes the following rules–

1. Citation and interpretation
   (1) These Rules may be cited as the Commercial Licensing Regulations 2015 (Client Money) Rules 2020. (2) In these Rules and any guidance issued by the Registrar pursuant to these Rules– "Client" means each person who has entered into or intends to enter into an agreement with a Licensed Firm for the provision of services by the Licensed Firm, "Client Account" has the meaning given in Rule 6(1), "Client Money" has the meaning given in Rule 4, "Firm-Related Distribution Event" means, in respect of a Licensed Firm, any one or more of the following– (a) the appointment of a liquidator, receiver or administrator or of a trustee in bankruptcy, (b) an event in any jurisdiction equivalent to an appointment mentioned in paragraph (a), (c) the withdrawal or cancellation by the Registrar of the Licensed Firms' licence, or (d) the imposition or variation of a condition, restriction or requirement on the Licensed Firms' licence so that it is no longer permitted to hold Client Money, "Licensed Firm" means a Licensed Person who is obliged to comply with these Rules, "money" includes any right, instruction or direction to pay or be paid money or money's worth; and "Regulations" means the Commercial Licensing Regulations 2015. (3) Terms used in these Rules which are defined in the Regulations shall have the meaning given to them in the Regulations.

Appendix 4
2. Application
These Rules shall apply to–
(a) persons who are required to comply with these rules by the Commercial Licensing Regulations 2015 (Conditions of Licence and Branch Registration) Rules 2020, and (b) any other person whose conditions of licence require it to hold Client Money solely in accordance with these Rules.
3. General Requirements
A Licensed Firm must–
(a) comply with these Rules, and
(b) have in place the necessary policies, systems and controls, appropriate to the nature and scale of its operations, to prevent the inappropriate use of Client Money.
4. Client Money
(1) For the purposes of these Rules, all money held by a Licensed Firm on behalf of a Client in the course of, or in connection with, the carrying on of any Controlled Activity in or from the Abu Dhabi Global Market is "Client Money" except where such money is immediately due and payable by the Client to the Licensed Firm for its own account. (2) A Licensed Firm, in holding Client Money, must hold it on trust for its respective Clients. (3) For the purpose of Rule 4(1), money which is immediately due and payable to a Licensed Firm for its own account includes money which is paid to the Licensed Firm (including by being deducted from Client Money held by the Licensed Firm) in settlement of fees, including– (a) fees for services provided to a Client, (b) expenses of the Licensed Firm incurred on behalf of the Client and payable by the Licensed Firm, and (c) other charges that are due and payable to the Licensed Firm. (4) Client Money is "held" by a Licensed Firm if it is– (a) directly held by the Licensed Firm, (b) held in an account in the name of the Licensed Firm, or

Appendix 4
(c) held by a person, or in an account in the name of a person, controlled by the Licensed Firm.
5. Holding Client Money in a Client Account
(1) A Licensed Firm must ensure that Client Money is held– (a) in a Client Account, (b) separately from its own money (subject to Rule 9), and (c) separately from another Client’s money (subject to Rule 7), having regard to any guidance issued by the Registrar. (2) The title of the Client Account shall sufficiently distinguish the account from any other account containing money that belongs to the Licensed Firm.
6. Operation of a Client Account
(1) A "Client Account" in relation to Client Money is an account that– (a) is held with a bank authorised to accept deposits, (b) is established to hold Client Money, and (c) includes words "Client Account", or words to similar effect, in its title, having regard to any guidance issued by the Registrar. (2) A Licensed Firm must maintain a master list of all Client Accounts. The master list must detail in respect of each Client Account– (a) the name of the account, (b) the account number, (c) the location of the account, (d) the banker or custodian, its address and contact information, (e) the account terms and conditions, (f) whether the account is currently open or closed, and (g) the date of opening or closure.

Appendix 4
(3) The details of the master list must be documented and maintained for at least six years following the closure of an account in accordance with the record keeping requirements set out in Rule 16.
7. Pooled Accounts
(1) A single Client Account may be used to pool Client Money of more than one Client for one of the following reasons– (a) operational efficacy, or (b) due to an exceptional circumstance where the Licensed Firm is unable to segregate the money of one Client from that of other Clients. (2) For the purposes of Rule 7(1)(b) the Licensed Firm must inform the Registrar of the circumstances preventing the money from being segregated. (3) When a pooled Client Account is used to hold Client Money, the Licensed Firm must ensure that this is clearly and specifically agreed with the Client in writing. (4) The Licensed Firm must be able to promptly identify the individual balance due to each Client from a pooled Client Account.
8. Payment of Client Money into Client Accounts
(1) Where a Licensed Firm receives Client Money it must ensure, subject to paragraph (5) below, that the Client Money is paid into a Client Account as soon as possible and in any event a Licensed Firm must, within one (1) business day of receipt, instruct its bank to effect that transfer. (2) If the Client Money is received by a Licensed Firm in the form of an automated transfer, it must take reasonable steps to ensure that– (a) the money is received directly into a Client Account, and (b) if money is received directly into the Licensed Firm's own account, the money is transferred into a Client Account without delay and in any event a Licensed Firm must, within one (1) business day of receipt, instruct its bank to effect the transfer. (3) If a Licensed Firm receives a mixed remittance (part Client Money and part other money), it must– (a) pay the full sum into a Client Account in accordance with Rule 8(2), and (b) transfer out that part of the payment which is not Client Money as soon as practicable and in any event a Licensed Firm must, within one (1) business day of

Appendix 4
the day on which it would normally expect the remittance to be cleared, instruct its bank to effect the transfer. (4) A Licensed Firm may only pay, or permit to be paid, Client Money into a Client Account where it has undertaken a prior assessment of the suitability of the relevant bank and concluded on reasonable grounds that the bank is suitable to hold that Client Money in a Client Account. (5) The requirement for a Licensed Firm to pay Client Money into a Client Account does not apply with respect to Client Money– (a) received in the form of cheque, or other payable order, until the Licensed Firm is in receipt of the proceeds of that cheque, or (b) temporarily held, for a maximum period of 30 days from the date of receipt or, if received in the form of a cheque, from the date of receipt of the proceeds of that cheque, by a Licensed Firm before forwarding to a person or entity nominated by the Client. (6) A Licensed Firm must have procedures for identifying Client Money received by it.
9. Segregation of Client Money
(1) Subject to Rule 9(2), a Licensed Firm must not deposit its own money into a Client Account. (2) A Licensed Firm may hold money other than Client Money in a Client Account if it is– (a) a minimum sum required to open the account or to keep it open, (b) money that is temporarily in the account in accordance with Rule 8(3) (a mixed remittance), or (c) interest credited to the account that exceeds the amount payable to Clients as interest, which excess must be transferred from the Client Bank Account within ten (10) business days of the interest having been so credited. (3) A Licensed Firm must maintain systems and controls for identifying money that is not permitted to be in a Client Account and for transferring any such money that is in a Client Account out of that account without delay.
10. Payment of Client Money from Client Accounts
(1) A Licensed Firm must have procedures in place for ensuring that all withdrawals from a Client Account are– (a) subject to the appropriate level of authorisation and, at a minimum, dual

Appendix 4
authorisation, and
(b) in accordance with any constitutional documents.
(2) Client Money must remain in the Client Account until it is– (a) due and payable to the Licensed Firm, (b) paid to the Client on whose behalf the Client Money is held, (c) paid in accordance with a Client instruction on whose behalf the Client Money is held, (d) required to meet the payment obligations of the Client on whose behalf the Client Money is held, or (e) paid out in circumstances that are otherwise authorised by the Client. (3) A Licensed Firm must not withdraw Client Money to pay for outstanding fees unless authorised by the Client on whose behalf the Client Money is held. (4) Subject to paragraph (2), a Licensed Firm must not use Client Money belonging to one Client to satisfy an obligation of another Client.
11. Disclosure
A Licensed Firm must, where relevant, inform any person with whom it proposes to enter into a contract or agreement in respect of the provision of controlled activities of the terms upon which Client Money is held.
12. Client Reporting
(1) A Licensed Firm must send a statement to the Client quarterly or at such other intervals as are agreed in writing with the Client, in accordance with the requirements set out in guidance that may be issued by the Registrar from time to time. (2) The statement must include– (a) the Client's total Client Money balances held by the Licensed Firm reported in the currency in which the Client Money is held, (b) the amount, date, value and description of each credit and debit paid into and out of the account since the previous statement, (c) any interest earned and charged on the Client Money since the previous statement, and

Appendix 4
(d) any other information that may be specified in the guidance issued by the Registrar pursuant to these Rules. (3) The statement sent to the Client must be prepared within one (1) calendar month of the statement date.
13. Provision of information
Where these Rules requires information to be sent to a Client, a Licensed Firm must provide that information directly to the Client and not to another person, unless– (a) the Licensed Firm has been instructed by the Client in writing to provide the relevant information to another person, and (b) such other person is not connected with the Licensed Firm.
14. Reconciliation
(1) A Licensed Firm must ensure that a reconciliation is carried out between its records of Client Money and records or statementsfrom a bank in which that Client Money is kept. (2) A Licensed Firm shall determine the appropriate frequency of reconciliation and perform the reconciliation promptly. (3) A Licensed Firm must maintain accurate and up to date records in relation to Client Money which enable it to promptly identify the balance due to each Client and which are in a form that allows timely reconciliation. (4) When a discrepancy is identified, during reconciliation, a Licensed Firm must investigate the reason for the discrepancy and take all reasonable steps to resolve it without delay. (5) "Discrepancy" in paragraph (4) above refers to the situation where records of Client Money kept by the Licensed Firm, do not match the statement received from the bank in which the Client Money is held.
15. Annual Review of Controls
A Licensed Firm must implement an annual independent review of the controls over Client Money. The review must– (a) verify the effectiveness of the controls with particular regard to the prevention of– (i) loss, (ii) misuse, and

Appendix 4
(iii) misappropriation of Client Money,
(b) be performed by an appropriate, independent person who may be an internal or external party, and (c) be delivered to the Registrar within six (6) months of the end of the financial year.
16. Record Keeping
(1) A Licensed Firm must maintain records that enable it to– (a) demonstrate to the Registrar its compliance with the requirements set out in these Rules, (b) demonstrate and explain all entries of Client Money held or controlled in accordance with these Rules; and (c) ensure that all relevant records are capable of being checked or audited to demonstrate compliance with any applicable requirements. (2) Except as otherwise stated, all records maintained by a Licensed Firm pursuant to these Rules must be kept for at least six (6) years.
17. Client Money Distribution
Following the occurrence of a Firm-Related Distribution Event in relation to a Licensed Firm, that Licensed Firm must distribute money from the Client Account in the following order of priorities (subject to the deduction of any fees payable to the insolvency practitioner or other similar official that has responsibility for distributing such Client Money)– (a) first, all Client Money shall be pooled and distributed among the Licensed Firm's Clients on a proportionate basis in accordance with the value of their respective valid claims against the Licensed Firm in respect of money owed to them by the Licensed Firm that is Client Money, (b) secondly, upon satisfaction of all claims in (a) above– (i) if a liquidator, receiver, administrator, or trustee in bankruptcy has been appointed over the Licensed Firm, the surplus (if any) shall be distributed in accordance with the Insolvency Regulations 2015, or (ii) in all other cases, the Licensed Firm shall give prior written notice to the Registrar of the manner in which it proposes to distribute any surplus and the Licensed Firm may distribute the surplus in such manner unless the Registrar objects in writing within thirty (30) days of such notice.

Appendix 4
18. Registrar’s Powers
The Registrar may publish, from time to time, guidance to supplement the provisions of these Rules.
19. General False Statement or Information Contravention
(1) It is a contravention of these Rules for a Licensed Firm to, in purported compliance with a requirement imposed under these Rules, knowingly or recklessly provide false, misleading or deceptive information to the Registrar. (2) A Licensed Firm that commits a contravention referred to in Rule 19(1) is liable to a fine of up to level 7.

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Appendix 5
COMMERCIAL LICENSING REGULATIONS 2015 (FEES) RULES 2020 Date of Adoption: 27 April 2020 [•] The Board of Directors of the Abu Dhabi Global Market, in implementation of section 16(8) of the Commercial Licensing Regulations 2015, hereby makes the following rules:-

1. Citation and interpretation
   (1) These Rules may be cited as the Commercial Licensing Regulations 2015 (Fees) Rules 2020. (2) In these Rules:
   "business activity" has the meaning given to it in the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2020; "company service provider" is a person licensed pursuant to the Commercial Licensing Regulations 2015 to carry out the controlled activity of providing company services, as defined in Rule 7 of the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2020, and "financial services" means the controlled activity specified in Rule 3 of the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2018; "other economic activities" means the controlled activity specified in Rule 78 of the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 20182020; and "Regulations" means the Commercial Licensing Regulations 2015. (3) Terms used in these Rules which are defined in the Regulations shall have the meanings given to them in the Regulations.
2. Fees
   The fees set out in the Schedule to these Rules shall apply to applications under the Regulations.
3. Reduction, waiver or refund of fees
   (1) The Registrar may reduce, waive or refund all or part of any fee if it considers that, in the exceptional circumstances of a particular case, it would be equitable to do so. (2) For the purpose of these Rules, “exceptional circumstances” is defined as any unforeseen circumstances in which the public interest outweighs the need for the imposition of the fees.

Appendix 5
4. Commercial Licensing Regulations 2015 (Fees) Rules 2018 and 2020
The Commercial Licensing Regulations 2015 (Fees) Rules 2018 and the Commercial Licensing Regulations 2015 (Fees) Rules 2020 (adopted on 29 March27 April 2020) are repealed.
SCHEDULE
FEES
Rule 2
Table 1 - Initial Registration (General)
Business Activity Categories Fees (USD)
Matter in relation to which fee is payable A B C Application for license to carry on one or more controlled activities 13,000 8,000 4,000 Application for license to carry on one or more controlled activities, where application is delivered in paper form 14,000 9,000 5,000 Application for license to carry on the business activity of Special Purpose Vehicle n/a 1,000 n/a Application for license and to carry on the business activity of Open / Closed Ended Investment Company n/a 1,000 n/a Application for license to carry on the business activity of Effecting a Contract of Insurance as Principal, Carrying out a Contract of Insurance as Principal 600 n/a n/a Application for license to carry on the business activity of Cell Company n/a 400 n/a Application for license and to carry on the business activity of acting as Investment Partnership or General Partner to an Investment Partnership n/a 1,000 n/a Application for license to carry on the business activity of Professional Membership Organization n/a 1,500 n/a

Appendix 5
Application for license to carry on the business activity of developing financial technology services within the RegLab 2,000 n/a n/a Business application fee n/a 300 n/a
Table 2 – Registration Renewal (General)
Business Activity Categories Fees (USD)
Matter in relation to which fee is payable A B C Application for a new license made by a licensed person prior to the expiry of its current licence 13,000 8,000 4,000 Application for a new license made by a licensed person prior to the expiry of its current licence, where application is delivered in paper form 14,000 9,000 5,000 Application for a new license made by a licensed person prior to the expiry of its current licence for the business activity of Special Purpose Vehicle n/a 1,000 n/a Application for a new license made by a licensed person prior to the expiry of its current licence for the business activity of Open / Closed Ended Investment Company n/a 1,000 n/a Application for a new license made by a licensed person prior to the expiry of its current licence for the business activity of Effecting a Contract of Insurance as Principal, Carrying out a Contract of Insurance as Principal 1,000 n/a n/a Application for a new license made by a licensed person prior to the expiry of its current licence for the business activity of Cell Company n/a 1,000 n/a Application for a new license made by a licensed person prior to the expiry of its current licence for the business activity of acting as Investment Partnership or General Partner to an Investment Partnership n/a 1,000 n/a

Appendix 5
Application for a new license made by a licensed person prior to the expiry of its current license for the business activity of Professional Membership Organization n/a 1,400 n/a Application for a new license made by a licensed person prior to the expiry of its current license for the business activity of developing financial technology services within the RegLab 2,000 n/a n/a
Table 3 – Variation of License
Matter in relation to which fee is payable Fee Payable (USD) Application for variation of a licence where business activities remain in the same Category Application for variation of a licence where business activity changes from Category C to Category B 4,100 Application for variation of a licence where business activity changes from Category B to Category A 5,100 Application for variation of a licence of a Special Purpose Vehicle if business activity changes to any of the business activities listed for Category B 8,100 Application for variation of a licence of a Special Purpose Vehicle if business activity changes to any of the business activities listed for Category A 13,100
Table 4 – Cancellation of a Licence
Matter in relation to which fee is payable Fee Payable (USD) Application for cancellation of a licence NIL
Table 5 – Trade Names
Matter in relation to which fee is payable Fee Payable (USD) Application for a trade name NIL

Appendix 5
Table 6 – Authorised Signatories
Matter in relation to which fee is payable Fee Payable (USD) Registration of a notice of the appointment and/or cessation of any authorised signatory Registration of a notice of a change in the particulars of any authorised signatory - (a) by the company 100 (b) by the company with a company service provider appointed as its authorised signatory, where the change in particulars is a result of a change of address of the company service provider Nil Notes:
1. "Business activity" means a description of activity specified by the Registrar for the
purposes of these Rules. The Registrar may specify any number of distinct business activities for the purposes of these Rules. Business activities specified by the Registrar may or may not correspond to the controlled activities and a particular controlled activity may encompass any number of business activities specified by the Registrar. Nothing in these Rules prevents the Registrar from specifying a business activity, which falls within the scope of more than one kind of controlled activity.
2. Where an applicant applies for a licence to carry on a controlled activity, the application
shall be regarded as including all business activities falling within the scope of the controlled activity.
1. In accordance with Rule 2 of the Commercial Licensing Regulations 2015 (Conditions
of License and Branch Registration) Rules 2020, when an applicant applies for a licence , the applicant is required to specify, among other things - (a) the controlled activity or controlled activities which the applicant proposes to carry on in or from the Abu Dhabi Global Market, and (b) the specific business activity or business activities by reference to the classification adopted by the Registrar, in accordance with Rule 2 of the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2020, 3 2. "Category A" refers to any applicant for a licence to carry on the controlled activity of financial services. 4 3. "Category B" refers to any applicant (other than a Category C applicant) for a licence to carry on any controlled activity other than financial services. 5 4. "Category C" refers to any applicant for a licence to carry on the controlled activity of other economic activities where the applicant intends only to carry on the activity of retail trade.

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Appendix 6
COMPANIES REGULATIONS (FEES) RULES 2020
Date of Adoption: 24 June 2020 [•]
The Board of Directors of Abu Dhabi Global Market, in exercise of the powers conferred by
section 938 of the Companies Regulations 2020, hereby makes the following Rules:-

1. Citation, commencement and interpretation
   (1) These Rules may be cited as the “Companies Regulations (Fees) Rules 2020”. (2) These Rules shall come into force on the date of their publication. (3) Defined terms used in these Rules and their meanings are contained in Schedule 1. (4) Unless the context otherwise requires- (a) references to sections are to sections of the Companies Regulations, (b) a reference to a ‟Rule” or ‟Rules” is a reference to these rules and a reference to a numbered rule, Part or Schedule is to the rule, Part or
   Schedule, and
   (c) words in the singular include the plural and vice versa and a reference to a gender includes a reference to all genders. (5) Material or information referred to in these Rules as being specified, prescribed or described as accessible or available on or through the website is included in and forms part of these Rules.
2. Fees payable in respect of functions relating to the registration of documents by
   the Registrar
   Schedule 2 to these Rules details the fees that are payable to the Registrar in respect of
   the receipt of documents relating to companies by the Registrar and their registration.
3. Fees payable in respect of the inspection or provision of copies of documents kept
   by the Registrar
   Schedule 3 to these Rules makes provision for the fees that are payable to the Registrar
   in respect of the inspection, or provision of copies, of documents kept by the Registrar relating to companies.
4. Reduction, waiver or refund of fees
   (1) The Registrar may reduce, waive or refund all or part of any fee if it considers that, in the exceptional circumstances of a particular case, it would be equitable to do so.

Appendix 6
(2) For the purpose of these Rules, “exceptional circumstances” is defined as any unforeseen circumstances in which the public interests outweighs the need for the imposition of the fees.
5. Companies Regulations (Fees) Rules 2020
The Companies Regulations (Fees) Rules 2020 (adopted on 27 April 2020 24 June
2020) are repealed.

Appendix 6
SCHEDULE 1
DEFINITIONSAND GENERAL INTERPRETATION
“Chairman of the Board” means the chairman of the Board, “Companies Regulations” means the Companies Regulations 2020, “company” has the meaning given to it in the Companies Regulations, “particulars of the usual residential address of all directors” or “particulars of the usual residential address of a specified director” means the following information- (a) the house name or number, (b) the street, (c) the area, (d) if relevant, the post town, (e) the region, (f) the country, and (g) if relevant, the postcode or PO Box, “Registrar’s Head Office” and “RHO” means the office of the Registrar where facilities are made available for applicants to inspect the register and to obtain copies of material on the register, “Registrar’s Website” and “RW” mean the website of the Registrar, being www.adgm.com, “related information” means the following information in relation to a director- (a) the name of the director, (b) the date of birth of the director, (c) the registered number or numbers of the company or companies, and (d) if appropriate, a statement that the usual residential address is the same as a service address, “relevant document” means (for the purposes of paragraph 2(1)(j) of Schedule 2) any document required or authorised to be delivered to the Registrar in respect of a company by or under any provision of the Companies Regulations, other than a document specified below. A document is not a relevant document if- (a) a fee is specified in Schedule 2 in relation to the registration of a document, or the performance by the Registrar of a function, under any particular provision of the Companies Regulations, or

Appendix 6
(b) that document is required or authorised to be delivered to the Registrar by or under sections 882 and 962 of the Companies Regulations. “relevant period” means one of the following periods- (a) the period beginning with its incorporation and ending immediately after the delivery to the Registrar of its first annual return, or (b) a period beginning immediately after the delivery to the Registrar of an annual return and ending immediately after the delivery to the Registrar of the next annual return, “same day delivery” or “same day collection” means- (a) a request for same day delivery or same day collection is received by the Registrar before 2.00 pm on the business day in question, and (b) the appropriate certificate or certified copy is issued to the applicant on that day, “same day registration” means- (a) a request for same day registration and all documents required to be delivered to the Registrar in connection with that registration are received by the Registrar before 2.00 pm on the business day in question, and (b) the registration is completed on that day.

Appendix 6
SCHEDULE 2
THE PERFORMANCE OF FUNCTIONS RELATING TO THE RECEIPT OF DOCUMENTS BY THE REGISTRAR AND THEIR REGISTRATION Rule 2
Part 1
Interpretation

1. General
   (1) If the form of delivery is not specified in this Schedule, the fee specified below is only payable in respect of documents that are delivered in paper form. (2) Where no provision is made for same day registration of the documents required to be delivered to the Registrar in relation to this Schedule, the fee specified below is only payable in respect of the delivery of documents other than for same day registration.
   Part 2
   Fees Payable
2. Companies
   (1) Subject to paragraph 2(2), in respect of the performance by the Registrar of his functions in relation to the registration of documents delivered to him, the fee specified in relation to each matter below is payable on the registration of the documents so delivered relating to that matter except as provided in sub￾paragraph (f)- Matter in relation to which fee is payable Amount of fee (USD) (a) for the registration of an application to reserve a name for a company under section 47. 200.00 (b) for the registration of an application to extend the time period for the reservation of a company name. 200.00 (c) for the application for registration of amalgamation. 2,250.00 (d) for the application for administrative restoration. 1,500.00 (e) for the registration of a company under section 11 of the Companies Regulations￾1,500.00 (i) where the required documents are delivered in paper form for same day registration, 2,250.00 (ii) where the required documents are delivered in paper form other than for same day registration 1,875.00

Appendix 6
Matter in relation to which fee is payable
Amount of fee
(USD)
(f) for the re-registration of a company under Part 7 of the Companies Regulations- (i) where the required documents are delivered in paper form for same day registration, 2,250.00 (ii) where the required documents are delivered in paper form other than for same day registration, 1,875.00 (g) for the issue to it of a certificate of continuance under Part 7 of the Companies Regulations, 7,500.00 (h) for the re-registration of a company as a private company under
section 592 of the Companies Regulations-
(i) where the required documents are delivered in paper form for same day registration, 2,250.00 (ii) where the required documents are delivered in paper form other than for same day registration, 1,875.00 (i) for the re-registration of a company as a private company under
section 607 of the Companies Regulations-
(i) where the required documents are delivered in paper form for same day registration, 2,250.00 (ii) where the required documents are delivered in paper form other than for same day registration, 1,875.00 (j) for the registration of all relevant documents in paper form in respect of a company delivered during a relevant period payable at the end of that period on the registration of the annual return of the company under section 778 of the Companies Regulations￾125.00 (k) for the registration of a notice of the appointment of an auditor, Nil (l) for the registration of a notice of the reappointment or change of a company’s auditors Nil (m) for the registration of financial statements Nil (n) for the registration of a change of name of a company under
section 69 of the Companies Regulations (other than a change
made in response to: (i) a direction of the Registrar under section 56 of the Companies Regulations, (ii) a determination by the Registrar under section 61 of the Companies Regulations, or (iii)

Appendix 6
Matter in relation to which fee is payable
Amount of fee
(USD) on the restoration of the company to the register under section 891(2)(a)(i) of the Companies Regulations)- (i) where the required documents are delivered in paper form for same day registration, 175.00 (ii) where the required documents are delivered in paper form other than for same day registration, 125.00 (o) for the registration of a notice of an amendment to the share capital of a company other than pursuant to sub-paragraphs (q) and (r) below, 100.00 (p) for the registration of the reduction of share capital of a company under section 585 of the Companies Regulations- (i) where the required documents are delivered in paper form for same day registration, 150.00 (ii) where the required documents are delivered in paper form other than for same day registration, 125.00 (q) for the registration of the reduction of share capital of a company under section 590 of the Companies Regulations- (i) where the required documents are delivered in paper form for same day registration, 150.00 (ii) where the required documents are delivered in paper form other than for same day registration, 125.00 (r) for the registration of a notice of a change to the date of the end of the financial year for a company, Nil (s) for the registration of a notice of a change in the particulars of any of- (i) the shareholders’, (ii) the directors’, (iii) the managers’, or (iv) the secretary, of a company, - 100.00 (i) by the company, 100.00 (ii) by a company with a company service provider appointed as its (i) shareholder, (ii) director, (iii) manager, or (iv) secretary, where the change in particulars is a result of a change of address of the company service provider. Nil (t) for the registration of a notice of the appointment or cessation of a director. 100.00

Appendix 6
Matter in relation to which fee is payable
Amount of fee
(USD)
(u) for the registration of a notice of the appointment or cessation of a secretary. 100.00 (v) for the registration of a notice of a change to the address of the registered office of a company. (i) by a company, 100.00 (ii) by a company with a registered address provided by a corporatecompany service provider or registered office provider in the ADGM, where a change of address is a result of a change of address of the corporatecompany service provider or registered office provider. Nil (w) for the registration of a notice of an amendment to the memorandum and articles of association of a company. 100.00 (x) for the registration of a notice of an error in documents lodged with the Registrar. 100.00 (y) for the striking off the register of a company’s name payable on an application under section 891 of the Companies Regulations,. 100.00 (z) for the withdrawal of an application to strike-off the register a company’s name. 100.00 (aa) for the registration of an application for continuance outside of the Abu Dhabi Global Market under Part 7 of the Companies Regulations. 7,500.00 (2) The fee specified in paragraph 2(n) is not payable where the change of name relates solely to a change in the particular type of company under Part 7 of the Companies Regulations.

Appendix 6
SCHEDULE 3
THE PERFORMANCE OF FUNCTIONS RELATING TO THE INSPECTION OR PROVISION OF COPIES OF DOCUMENTS KEPT BY THE REGISTRAR Rule 3 Fees Payable

1. Inspection and provision of documents in electronic form on the Registrar’s
   Website
   In respect of the performance of the Registrar’s functions in relation to the inspection of the register and the provision of copies of material on the register, where an application for inspection or a copy is made by means of RW, the following fees are payable￾Matter in relation to which fee is payable Amount of fee (USD) (a) for the inspection by means of RW of particulars of directorships held by a named person, Nil (b) for the inspection by means of RW of a statement of particulars of a charge registered in respect of a company, Nil (c) for a copy provided by means of RW (without prior inspection) of a document in respect of a company, 100.00 (d) for the inspection and provision of a copy of a document, by means of RW, in respect of a company, 100.00 (e) for a copy of a document or extract from a document in paper form, certified under section 965 of the Companies Regulations in relation to companies, applied for by means of RW￾100.00 (i) where that copy is made available for collection at the RHO other than for same day collection, 100.00 (ii) where that copy is made available for collection at the RHO for same day collection, 100.00 (f) for a copy certificate of incorporation in paper form under section 940 of the Companies Regulations, in relation to companies, applied for by means of RW and made available for collection at the RHO￾100.00