Consultation Paper No. 5 of 2024 - SFOs and Company Charges

CONSULTATION PAPER
NO. 5 OF 2024
Proposed amendments concerning:
(1) Charges against continuing companies; and (2) Single Family Offices and RSCs 14 June 2024

Consultation Paper No. 5 of 2024
CONTENTS
Introduction .............................................................................................................................. 3
Why are we issuing this paper? .......................................................................................... 3
Who should read this paper? .............................................................................................. 3
How to provide comments ................................................................................................... 3
What happens next? ............................................................................................................ 3
Scope and Approach to the Proposed Amendments ............................................................ 5
Amendments to the company charges regime for continuing companies .......................... 5
Current Position ................................................................................................................... 5
Amendments to the SFO and RSC regime ............................................................................. 9
Current Position ................................................................................................................... 9
Proposed Amendments ..........................................................................................................14

Consultation Paper No. 5 of 2024
Why are we issuing this paper?
The Abu Dhabi Global Market (“ADGM”) Registration Authority (“RA”) has issued this Consultation Paper to invite public feedback and comments on proposed amendments to:
A. the Companies Regulations 2020;
B. the Commercial Licensing Regulations (Controlled Activities) Rules 2022; and
C. the Commercial Licensing Regulations (Conditions of Licence and Branch
Registration) Rules 2023.
The proposed amendments to the commercial regulations and rules are set out in Annex A and Appendices 1 to 2, respectively, to this Consultation Paper. Who should read this paper? The proposals in this Consultation Paper would be of interest to all individuals and organisations operating or proposing to operate in the ADGM and their professional advisors. 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 14 July 2024. After receiving your comments, we shall consider whether any modifications are required to the proposals and the ADGM Board and the RA will then proceed to enact the proposals in their final form. Introduction

Consultation Paper No. 5 of 2024
You should not act on these proposals until these proposals are finalised and the final Regulations, Rules and guidance are issued by the ADGM Board and the RA. We shall issue a notice on our website when this happens. Comments to be addressed to:
Consultation Paper No. 5 of 2024
Registration Authority
Abu Dhabi Global Market Square Al Maryah Island PO Box 111999 Abu Dhabi, UAE Email: ra.consultation@adgm.com

Consultation Paper No. 5 of 2024

1. This Consultation Paper aims to explain the proposed amendments to the following
   regulations and Rules:
   a. Companies Regulations 2020 (the “CR2020”); b. Commercial Licensing Regulations (Controlled Activities) Rules 2022 (the “Controlled Activity Rules”); and
   c. Commercial Licensing Regulations (Conditions of Licence and Branch
   Registration) Rules 2023 (the “Conditions of Licence Rules”).
2. Specifically, these amendments will:
   a. Remove inconsistencies under the CR2020 with respect to charges against companies continuing into the ADGM, whilst providing certainty to existing charge holders of continuing companies. b. With respect to single family offices (“SFOs”) and restricted scope companies (“RSCs”):
   i. provide clarity as to what constitutes SFO activity in the ADGM;
   ii. introduce minimum requirements to ensure the SFO regime in the ADGM
   is not abused whilst at the same time ensuring SFOs provide benefit to the region; and
   iii. clarify when an RSC application can be made.
   Current Position
3. Part 24, Chapter 1 of the CR2020 sets out the requirements for the registration of a
   company’s charges and a charge in a series of debentures (collectively, “charges”). Sections 784 and 785 of the CR2020 provide that a charge created by a company must be registered with the Registrar within 21 days of the date of its creation. However, where a company is continuing into ADGM from another jurisdiction, it is probable that the continuing company’s existing charges were created more than 21 days prior to the continuance. Scope and Approach to the Proposed Amendments Amendments to the company charges regime for continuing companies

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21-day Limit and Continuing Companies
2. The effect of section 784’s 21-day requirement is that charges not registered with the
ADGM’s Registrar within 21 days of their creation (unless they receive the blessing of the Court under section 789), are void against a creditor, liquidator, or administrator of the company, in addition to the other resulting effects of subsection 791(4). Method for Determining Charge Registration Date
3. Determining the priority of charges is based on a number of factors. In addition to rules
determining priority between floating and fixed charges, the general rule is the charge creation date determines priority (or the ‘first in time’ principle). However, where a charge can be perfected, such as where notice is required, or where a registration of a charge is required, priority will be given to the date of perfection.
4. This is relevant in the context of charges against continuing companies, as charges are
registered with the ADGM’s Registrar during the continuation application process. In instances where multiple charges exist, the result would be that charges are perfected at the same time. This may alter the rights of charge holders where an existing order of priority existed prior to the continuance. Proposed Changes 21-day Limit and Continuing Companies
5. It is recommended that a new subsection (4A) be inserted after section 784(4) that
provides or has the effect of the following, “Despite section 784(4), “the period allowed for delivery” for a company that applies for a certificate to continue as a company registered under these Regulations is the date the application is made to the Registrar for a continuance under section 102."
6. This would be accompanied by a new subsection (6A) after section 785(6) that provides
that, “Despite section 785(6), “the period allowed for delivery” for a company that applies for a certificate to continue as a company registered under these Regulations is the date the application is made to the Registrar for a continuance under section 102.”
7. We further recommend, on the basis that a “charge filing statement” as defined by section
787 is the means of evidencing a charge to the Registrar for registration, in addition to a certified copy of the instrument creating the charge where such instrument exists (as per
section 784(3)) or a certified copy of one of the debentures in the series (as per section
785(4)), a new subsection 102(1A) is introduced which states that:
“(1A) Where section 784(4A) or 785(6A) apply, section 102(h) shall include, for each charge, as is applicable:
(a) a charge filing statement in accordance with section 787, (b) a certified copy of the instrument creating the charge,

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(c) a certified copy of one of the debentures in the series or each series, (d) a currently applicable certificate of the registration of the charge from the appropriate official or public body in the jurisdiction to which section 102(2)(a) applies, and (e) any other information deemed relevant by the Registrar.”
8. Placing the obligation to provide the information to register a charge of a continuing
company under section 102 will only put an obligation on the company to provide the documentation, whilst the ability to register a charge is ordinarily exercisable by both the company and any person with an interest in the charge. However, placing the obligation at section 102 benefits from ensuring that there is an obligation to provide the charge filing statement at the point of applying for a continuance.
9. An amendment will also be made to section 116 so that it is clear that, in addition to it
being an offence to knowingly or recklessly providing false, misleading or deceptive information during an application for a continuance, it is also an offence to knowingly or recklessly fail to provide relevant information, so that failures to provide information with respect to existing charges amount to an offence in the same manner as providing incorrect information.
10. This amendment will be accompanied by an internal ADGM RA policy which will ensure
that continuations are granted simultaneously with the registration of charges, and that where charges cannot be registered, then a continuance cannot be granted until any issues relating to the registration of the charge are resolved. This will ensure that the continuation process does not create any period where a charge is not registered. Method of Determining Charge Start Date
11. We recommend inserting a new section 799A which will have the effect of ensuring that
charges taken on a company’s property which is continuing into the ADGM maintain their priority as existed directly before the continuation.
12. Where a company is continuing from a jurisdiction which does not provide for the
registration of a charge, or considers perfection or prioritisation via other means, it is not proposed that this is a matter for legislation to determine, but instead for interested parties to consider prior to a continuation via contractual means. This contractual documentation will be required to be maintained and made available for inspection under the current
section 787 of the CR2020.
Q1: DO YOU HAVE ANY CONCERNS WITH, OR FEEDBACK ON, THE PROPOSED WORDING AND/OR APPROACH TO THE AMENDMENT TO THE CR2020, AS SHOWN UNDER ANNEX A?

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Q3: DO YOU HAVE ANY CONCERNS WITH, OR FEEDBACK ON, PROVIDING GREATER FLEXIBILITY WHEN DEALING WITH CHARGES OF A CONTINUING COMPANY? Q2: DO YOU HAVE ANY CONCERNS WITH, OR FEEDBACK ON WHAT SHOULD OCCUR WHERE A COMPANY FAILS TO PROVIDE A CHARGE FILING STATEMENT FOR AN EXISTING CHARGE DURING AN APPLICATION FOR A CONTINUANCE, AND WHETHER THERE SHOULD BE A STATUROTY INTERVENTION? Q4: DO YOU HAVE ANY CONCERNS WITH, OR FEEDBACK ON, WHETHER AN INTERESTED PARTY OTHER THAN THE COMPANY SHOULD ALSO BE ABLE TO PROVIDE THE RELEVANT INFORMATION FOR THE REGISTRATION OF A CHARGE WITH RESPECT TO A COMPANY THAT IS APPLYING FOR A CONTINUANCE? Q5: DO YOU HAVE ANY CONCERNS WITH, OR FEEDBACK ON, WHETHER THE CR2020 SHOULD PROVIDE A STATUTORY POSITION WITH REGARDS TO COMPANIES CONTINUING FROM A JURISDICITION WHICH DOES NOT HAVE A REGISTER OF CHARGES OR PROVIDED ALTERNATIVE MEANS FOR PERFECTION AND/OR PRIORITISATION OF SUCH CHARGES?

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Current Position
13. An SFO is a private organization that is established to manage the financial and personal
affairs of a single wealthy family. Its primary purpose is to oversee investment management, estate planning, tax management, and other aspects of the family's wealth and assets, providing comprehensive and customized financial, legal and other services tailored to the specific needs of that particular family to include concierge and organisational services. An SFO can be contrasted with a multi-family office, which will support the needs of multiple families.
14. SFOs can have a net benefit to an economy, ordinarily managing substantial assets,
requiring experienced and skilled individuals to manage those assets. This can add to a thriving economy where the assets are held and managed locally (i.e. through local banks or Company Service Providers) and invested locally (whether in local stock markets or local businesses more generally), whilst investing in the people of the local economy through employment and education. SFOs could similarly benefit the ADGM and the emirate of Abu Dhabi.
15. SFOs can benefit from being registered as an RSC as one of the conditions for registering
a company as an RSC under the CR2020 is that it is wholly owned by a single family. The benefits include fewer disclosure requirements helping maintain the confidentiality of a single family (although the requirements of AML regulation continue to apply). SFO Activity
16. Ther SFO regime currently provides for the activities which an SFO can conduct. However,
although the activities are provided for in broad terms, the regime could benefit from additional clarity both in terms of the specific activities an SFO can perform, and the true breadth of activities. Economic Benefit
17. There are no legislative requirements imposed on SFOs to ensure that they bring a
tangible benefit to the ADGM. Competitor jurisdictions require SFOs to make certain investments in the local economy, employ a certain number of local individuals, or make investments into a locally hosted stock exchange for example. It is proposed that licensing conditions concerning the asset value of the SFO or the family are applied to help Amendments to the SFO and RSC regime

Consultation Paper No. 5 of 2024 contribute to the ADGM and Abu Dhabi economy. Restricted Scope Company (“RSC”) Members of the same family
18. A company can be registered as an RSC under the CR2020 dependant on the company’s
ownership. Amongst the ownership options, s.3(4)(c) allows single person or same family ownership. With regards to the family ownership condition, although it is implied it is not expressly stated that the company must continue to be wholly owned by members of the same family.
19. The definition of ‘members of the same family’ is defined in prescriptive terms, preventing
for example SFOs from being established by individuals to also service the needs of their grandparents. Nor can an RSC be owned by descendants past the great grandchildren of the founding member, preventing an SFO from continuing as an RSC whilst also being a structure that can be utilised in perpetuity. It is proposed that the definition of ‘members of the same family’ is widened to reflect how SFOs often operate. One person
20. A company can also register as an RSC where the company is wholly owned by one
person. Where the ‘one person’ category is relied upon, it is the policy intention that this one person be a natural person, although this is not accurately reflected within the legislation. SFO activity or Registrar’s discretion
21. Where an application is made for a company to be registered as an RSC, it is the policy
intention that, unless one of the exemptions under section 3(4)(a) or (b) apply, that the RSC be used for SFO activity only, unless the Registrar deems that special circumstances warrant an applicant benefitting from the reduced disclosure requirements of an RSC, in which case the company may conduct any type of economic activity and still be registered as an RSC. Proposed Changes SFO Activity
22. It is proposed that the following controlled activity is inserted into the Controlled Activity
Rules:
Single Family Office
(1) Conducting any of the following activities through a legal entity or legal arrangement, where the legal entity or arrangement is set up for the purpose of servicing only a single family:

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(a) Concierge services for the family (such as property management, travel and education); (b) Human resources (family and business); (c) Strategic and risk management services (such as business and family structuring advice, risk analysis, personal and cyber security, technology advice and insurance); (d) Taxation and wealth planning; (e) Investment management and advisory services (investment policies and procedures, investment management, investment advisory, strategic analysis); (f) Legal and regulatory services (advising, drafting, liaising with external regulators and professionals); (g) Financial services (budgeting, financial controls, accounting, bookkeeping); (h) Holding company (acting as holding company for family business and other family assets); (i) Acting as trustee or foundation (holding family business interests and other assets for the benefit of the family); (j) Any other controlled activity undertaken for a single family. (2) “Single family” means all direct ancestors and descendants of an individual, or group of individuals who are all related, including blood relations, step-children and adopted children whether of the individual or group of individuals. Economic Benefit
23. It is suggested that the Conditions of Licence Rules are amended to include a provision
which has a similar effect to the below:
Specific conditions of licence – Single Family Office (1) A value requirement for the SFO or family to be calculated via one of the following means:
(a) Net asset value of the family;
(b) The net investable / liquid assets of the family (calculated on a 180-day period); (c) The net asset value of the assets which the SFO provides services for; (d) The net investable / liquid assets held by the SFO (calculated on a 180-day period); (2) Set the minimum value requirement under (1) as either:
(a) USD 5,000,000
(b) USD 10,000,000
(c) USD 30,000,000
(d) USD 50,000,000

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Restricted Scope Company
Members of the same family
24. It is suggested that an amendment to the CR2020 be made to make it explicit that an RSC
registered in accordance with section 3(4)(c)(ii) must remain wholly owned by the members of the same family that originally registered the company as an RSC.
25. It is proposed this is achieved via a subparagraph to section 3 of CR2020, or a new section
to CR2020 be included, which states that:
“A transfer of ownership of a registered RSC to a person outside of the definition of a ‘member of the same family´ as per section 3(5) is void.”
26. It is also proposed that the definition of family member under section 3(5) be expanded to
include grandparents of the founding member, and the definition of descendant should be drafted in terms that enable ongoing ownership in perpetuity. This will operate in a similar manner to the proposed definition of “single family” under the proposed amendment to the Controlled Activity Rules. One person
27. It is proposed that the CR2020 is amended so that section 3(5)’s application of the ‘natural
person’ requirement applies to the one person option under section 3(4)(c)(i) as well as the members of the same family option under section 3(4)(c)(ii). SFO Activity or Registrar’s Discretion
28. It is proposed that the CR2020 be amended so that current section 3(10) becomes section
3(11), and new wording for section 3(10) is inserted which reads, “A company may only be registered as a restricted scope company under section 3(4)(c) where the Registrar at their discretion, deems that the circumstances of the application warrant the registering of the applicant’s company as a restricted scope company.” This would be accompanied by a public policy statement which provides that SFOs can apply to be registered as an RSC, and otherwise at the Registrar’s discretion where such registration is, in the view of the Registrar, warranted. Q1: DO YOU HAVE ANY CONCERNS WITH, OR FEEDBACK ON, THE PROPOSED WORDING AND/OR APPROACH TO THE AMENDMENT TO THE CR2020, AS SHOWN UNDER ANNEX A? Q2: DO YOU HAVE ANY CONCERNS WITH, OR FEEDBACK ON, THE PROPOSED LIST OF ACTIVITES WHICH, IF CONDUCTED BY A LEGAL ENTITY OR ARRANGEMENT FOR A SINGLE FAMILY, CONSTITUTES SFO ACTIVITY?

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Q4: DO YOU HAVE ANY CONCERNS WITH, OR FEEDBACK ON, THE PROPOSED DEFINITION OF 'SINGLE FAMILY' STATED UNDER THE PROPOSED NEW SFO ACTIVITY UNDER PARAGRAPH 28 ABOVE? Q5: DO YOU HAVE ANY CONCERNS WITH, OR FEEDBACK ON, LEGISLATING FOR A NET VALUE REQUIREMENT FOR SFOs, AND DO YOU HAVE A PREFERENCE FOR ONE OF THE OPTIONS UNDER PARAGRAPH 23(1)(a), (b), (c) OR (d)? Q7: DO YOU HAVE ANY CONCERNS WITH, OR FEEDBACK ON, MAKING IT EXPRESS THAT AN RSC REGISTERED ON THE BASIS OF SINGLE FAMILY OWNERSHIP MUST REMAIN IN SINGLE FAMILY OWNERSHIP, AND IT BE THE SAME FAMILY AS ORIGINALLY REGISTERED THE RSC? Q9: DO YOU HAVE ANY CONCERNS WITH, OR FEEDBACK ON, EXPANDING THE DEFINITION OF 'MEMBERS OF THE SAME FAMILY' APPLICABLE TO RSC REGISTRATION? Q3: DO YOU HAVE ANY CONCERNS WITH, OR FEEDBACK ON, THE PROPOSAL TO INCLUDE THE NEW SFO ACTVITIY WITHIN THE CONTROLLED ACTIVITY RULES? Q8: DO YOU HAVE ANY CONCERNS WITH, OR FEEDBACK ON, MAKING A TRANSFER OF OWNERHSIP OF AN RSC OUTSIDE OF THE SINGLE FAMILY VOID AS OPPOSED TO VOIDABLE OR REVERSABLE? Q6: DO YOU HAVE ANY CONCERNS WITH, FEEDBACK ON, OR A PREFERENCE FOR ONE OF THE VALUES UNDER PARAGRAPH 23(2)(a), (b), (c) OR (d)?

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Regulations and Rules
Annex A Proposed Companies Regulations (Amendment No. 2) 2024
Appendix 1 Proposed Commercial Licensing Regulations (Controlled Activities) Rules 2024
(editorial redline)
Appendix 2 Proposed Commercial Licensing Regulations (Conditions of Licence and Branch
Registration) Rules 2024 (editorial redline)
Proposed Amendments

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Annex A
COMPANIES REGULATIONS (AMENDMENT NO. 2) 2024
Date of Enactment: INSERT
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 enacts the following Regulations:

1. Amendments to the Companies Regulations 2020
   The Companies Regulations 2020 shall be amended as follows – (1) Amend subsection 3(4)(c)(i) so that it reads, “one natural person”; (2) Amend subsection 3(4)(c)(ii) so that it reads, “a group of natural persons who are members of the same family and approved by the Registrar exercising his discretion.” (3) Amend subsection 3(5) so that it reads, “For the purposes of section 3(4)(c), members of the same family shall mean a group of individuals who are related, including blood relations, step-children and adopted children, and all ancestors and descendants of such individuals, and any blood relations, step￾children and adopted children of such ancestors and descendants.” (4) Insert new subsection 3(5B) which reads, “Where a company is registered as a restricted scope company under section 3(4)(c)(ii), a transfer of ownership of the company to a person not within section 3(5) is void.” (5) Amend section 3(6) so that it reads, “For the purpose of section 3(5), the term “descendant” extends perpetually.” (6) Amend section 3(7) so that it reads, “A “step-child” means a person who is, to the satisfaction of the Registrar, the direct offspring of a member of at least one member of the same family.” (7) Insert new subsections 102(1A) after subsection 102(1) which reads, “Where section 784(4A) or 785(6A) apply, section 102(h) shall include, for each charge, as is applicable:
   (a) a charge filing statement in accordance with section 787, (b) a certified copy of the instrument creating the charge, (c) a certified copy of one of the debentures in the series or each series,

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Annex A
(d) a currently applicable certificate of the registration of the charge from the appropriate official or public body in the jurisdiction to which section 102(2)(a) applies, and (e) any other information deemed relevant to each charge.” (8) Amend section 116 by inserting after “Part”, “knowingly or recklessly fails to provide any relevant information, or”. (9) Insert a new subsection 784(4A) after subsection 784(4) which reads, “Despite section 784(4), “the period allowed for delivery” for a company that applies for a certificate to continue as a company registered under these Regulations is the date the application is made to the Registrar for a continuance under section 102.” (10) Insert a new subsection 785(6A) after subsection 785(6) which reads, “Despite section 785(6), “the period allowed for delivery” for a company that applies for a certificate to continue as a company registered under these Regulations is the date the application is made to the Registrar for a continuance under section 102.” (11) Insert a new section 799A, which reads, “799A. Date of registration of charges of continuing companies Where a company applies for a certificate to continue as a company registered under these Regulations under section 102, and where such company is caught by section 102(1A), the charges registered against the company will be deemed to have been registered on the date they were originally registered with the appropriate official or public body in the jurisdiction to which section 102(2)(a) refers directly prior to the issuance of a certificate of continuance under section 106.”
2. Short title, extent and commencement
(1) These Regulations may be cited as the Companies Regulations (Amendment No. 2) 2024. (2) These Regulations shall apply in the Abu Dhabi Global Market. (3) The Regulations come into force on the date of publication of these Regulations.

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Appendix 1
COMMERCIAL LICENSING REGULATIONS (CONTROLLED ACTIVITIES) RULES 2024 Date of Adoption: 29 August 2022 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, commencement and interpretation
   (1) These Rules may be cited as the Commercial Licensing Regulations (Controlled Activities) Rules 20242022. (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. (4) These Rules come into force on the date of publication.
2. Controlled activities
   (1) For the purposes of the Regulations, any activity specified in Rules 3, 4, 5, 6, 7, 8 and 89 is, subject to Rules 10 and 11 9 and 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, (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

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Appendix 1
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 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. Audit services
(1) Providing audit services is a controlled activity if it is carried on by way of business. (2) "Providing audit 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; or (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.
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.

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Appendix 1
(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, or provide nominee services to, 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.
8. Single family office
(1) Conducting any of the following activities through a legal entity or legal arrangement, where the legal entity or arrangement is set up for the purpose of servicing only a single family:
(a) Concierge services for the family,
(b) Human resources,
(c) Strategic and risk management services,
(d) Taxation and wealth planning;
(e) Investment management and advisory services; (f) Legal and regulatory services, (g) Financial services, (h) Holding company, (i) Acting as trustee or foundation; or (j) Any other controlled activity undertaken for a single family. (2) “Single family” means all direct ancestors and descendants of an individual, or group of individuals who are all related, including blood relations, step-children and adopted children whether of the individual or group of individuals.
9. Other economic activities
Any economic activity, other than the activities specified in Rules 3, 4, 5, 6, 7 and 8 and 7 is a controlled activity, if it is carried on by way of business.

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Appendix 1
10. 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.
11. Exclusion for cross-border service providers
A person who carries on an activity falling within Rules 3, 4, 5, 6, 7, 8 or 9 or 8 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 (b) he carries on the activity at the invitation of a person ordinarily resident, or with a permanent establishment, in the Abu Dhabi Global Market.
12. Commercial Licensing Regulations (Controlled Activities) Rules 20222021
The Commercial Licensing Regulations (Controlled Activities) Rules 20222021 are repealed.

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Appendix 2
COMMERCIAL LICENSING REGULATIONS
(CONDITIONS OF LICENCE AND BRANCH REGISTRATION) RULES 20242023 Date of Adoption: 30 January 2023 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, commencement and interpretation
   (1) These Rules may be cited as the Commercial Licensing Regulations (Conditions of Licence and Branch Registration) Rules 20242023. (2) In these Rules— "accountancy services" means the controlled activity specified in Rule 5 of the Controlled Activity Rules Commercial Licensing Regulations (Controlled Activities) Rules 2022, "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 legal regulatory body" means a body designated as such by the Registrar, "audit services" means the controlled activity specified in Rule 6 of the Controlled Activity Rules Commercial Licensing Regulations (Controlled Activities) Rules 2022, "authorised signatory" means an individual authorised to represent the licence 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, "business activity" has the meaning given to that expression in Rule 2(d), "company services" means the controlled activity specified in Rule 7 of the Controlled Activity Rules Commercial Licensing Regulations (Controlled Activities) Rules 2022,

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Appendix 2
"connected person" means a person mentioned in paragraphs (1)-(3) of Part 1 of the Schedule to the Regulations, “Controlled Activity Rules” means the Commercial Licensing Regulations (Controlled Activities) Rules 2024, "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), "legal services" means the controlled activity specified in Rule 4 of the Controlled Activity Rules Commercial Licensing Regulations (Controlled Activities) Rules 2022, "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 2020) under the laws of the Abu Dhabi Global Market, "other economic activities" means the controlled activity specified in Rule 8 of the Controlled Activity Rules Commercial Licensing Regulations (Controlled Activities) Rules 2022, "recognised professional body” means an approved accountancy regulatory body or approved legal regulatory body, or any other professional body as may be determined by the Registrar from time to time, "Regulations" means the Commercial Licensing Regulations 2015, and "UAE Economic Substance Regime" means the federal economic substance regime comprising Cabinet Resolution No. (57) of 2020 Concerning Economic Substance Requirements and Ministerial Decision No. 100 of 2020 on the Issuance of Directives for the Implementation of the Provisions of the Cabinet Resolution No. (57) of 2020, issued pursuant to Article 20 of Cabinet Resolution No. (57) of 2020, 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. (4) With the exception of Rule 12 and Schedule 1, these Rules come into force on the date of their publication. Rule 12 and Schedule 1 come into force as follows:
(a) for new applications for the controlled activity of providing company services, on the date of their publication; and (b) for existing licence holders carrying out the controlled activity of providing company services, 6 months from the date of their publication.

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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 Controlled Activities Rules Commercial Licensing Regulations (Controlled Activities) Rules 2022, (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, (f) the name and address in the Abu Dhabi Global Market of every individual authorised to accept service of documents, (g) a list of every individual who is to be appointed an authorised signatory of the applicant 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 (g), including whether that person is authorised to act severally or jointly, and (v) if an individual falling within this paragraph (g) is not authorised to act severally, the name of any individual with whom they are authorised to act, and (h) such other information as the Registrar may require for the purpose of deciding whether to grant a licence.

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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 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

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(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, and (b) in the case of a body corporate— (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 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

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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 written confirmation to the Registrar 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 6 to 14, as applicable. (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.

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(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 2020, 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 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 2021, (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)".

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(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 branch shall keep adequate accounting records with respect to all sums of money received and expended by the branch and all sales and purchases of goods and services and other transactions by the branch and the assets and liabilities of the branch. Such records shall be sufficient to show and explain all transactions by the branch and must be such as to— (a) disclose with reasonable accuracy the financial position of the branch at any time, and (b) enable the directors to ensure that any accounts prepared by the branch comply with the requirements of these Rules. (4) The branch's accounting records shall be— (a) kept at the branch's registered office, (b) preserved by the branch 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's registered office, the branch 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(a), (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 inquiring whether the branch is carrying on business or in operation.

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(2) The communication must state that:
(a) the licence holder or, if applicable, the branch has 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 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).

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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.
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, (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.

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10. Specific conditions of licence - audit services
(1) This Rule sets out the conditions for an applicant to carry on the controlled activity of audit services and the ongoing requirements applicable to persons holding a licence to provide audit services. (2) The person providing audit services must at all times comply with the Companies Regulations (Auditors) Rules 20232022. (3) 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, encompassing any one or more of the following business activities, and the ongoing requirements applicable to persons holding a licence to provide healthcare 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, (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.

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(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) Unless expressly stated otherwise in Schedule 1 to these Rules, applicants for a licence to provide company services must satisfy the Registrar that they meet, or upon grant of a licence will meet, the conditions set out in Schedule 1 to these Rules. (3) Licensed company service providers 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, (ii) sections 18, 18A and 18B of the Foundations Regulations 2017, and (iii) the Commercial Licensing Regulations 2015 (Client Money) Rules 2021; and (iv) Part 15 of the Companies Regulations 2020 by virtue of Companies Regulations (Amendment No. 1) 2023. (c) the terms of its licence 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 carrying out 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) A company service provider must promptly notify the Registrar of an appointment of a director, partner or manager, who will manage the applicant's affairs. (6) A company service provider may resign by– (a) giving notice in accordance with the relevant contractual obligations, or (b) in the absence of any express contractual notice provision, by giving a minimum of 30 days' notice of its intention to resign; and

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filing a copy of the notice in paragraph (a) or (b) 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 licence 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.
13. Specific conditions of licence – Single family office
(1) A single family office must have a minimum value of [INSERT] 1 . (2) The means of calculating the minimum value is [INSERT] 2 .
14. 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. (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 Please refer to the proposed options in Consultation Paper No. 5 of 2024. Please refer to the proposed options in Consultation Paper No. 5 of 2024

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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.
15. Designation of bodies
The Registrar may specify a body as an approved accountancy regulatory body, an approved healthcare regulatory body or an approved legal regulatory body generally or on a case-by-case basis or both.
16. Commercial Licensing Regulations (Conditions of Licence and Branch
Registration) Rules 20232022
The Commercial Licensing Regulations (Conditions of Licence and Branch Registration) Rules 20232022 (adopted on 29 August 20232022) are repealed.

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SCHEDULE 1
Conditions of Licence – 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 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; (d) any matter which may harm or may have harmed the integrity or the reputation of the Registrar or the Abu Dhabi Global Market; (e) compliance with the Conditions set out in this Schedule 1; and (f) any other relevant matters, as determined by the Registrar in its sole discretion from time to time.
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; (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.

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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 must have 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–
   (a) risk management;
   (b) anti-money laundering, including customer due diligence; (c) the handling and segregation of client funds and assets; (d) complaints handling; (e) record keeping; and (f) 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 – Appropriate Insurance Cover
5. An applicant must, or upon the grant of a licence will, obtain and maintain professional
   indemnity insurance, appropriate to the nature and size of the applicant’s business, that includes cover for:
   (a) any and all liabilities resulting from any negligent act, error or omission of the applicant, and any person employed by it or otherwise acting on its behalf (including any service provider or consultant engaged by the applicant in connection with the provision of company services); (b) any dishonest, fraudulent, criminal or malicious act, error or omission of by the applicant, and any person employed by it or otherwise acting on its behalf (including any service provider or consultant engaged by the applicant in connection with the provision of company services); (c) loss of, and damage to, documents and records belonging to the applicant or which are in the care, custody or control of the applicant or for which the applicant is

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responsible, including liability, costs and expenses incurred in replacing, restoring or reconstructing such documents or records, and consequential loss resulting from the loss or damage to such documents or records; (d) the United Arab Emirates and any other territory from, in or to which the applicant is providing company services; (e) any and all liabilities resulting from any breach of these Rules and/or other applicable rules, regulations or legislation from time to time; (f) all past and present, directors, officers, managers, partners and employees; (g) all claims that are first made against the insured during the period of insurance regardless of when the negligent act occurred; (h) a minimum ‘run off’ period of 6 years; and (i) cover for all legal and professional costs relating to any claim made against the applicant.
2. The minimum professional indemnity insurance cover to be obtained, and maintained,
by the applicant shall be:
(a) in respect of any single claim, USD 1,000,000; and (b) in aggregate in any one year, USD 1,500,000; and (c) in respect of any legal or other professional services costs incurred by the applicant in connection with any single claim or in aggregate in any one year, not less than 20% of the relevant amounts referred to in paragraphs (a) and (b) above.
3. The applicant will, upon request by the Registrar, provide to the Registrar a copy of its
professional indemnity insurance policy, or such other evidence as the Registrar may require. Condition 4 – Prudent Business Operation, Adequate Resources and Staff Certification

1. The applicant must conduct its business in a prudent manner.
2. 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.
3. The applicant shall ensure that each member of staff (either employees of the applicant
   or otherwise) involved in dealing directly or indirectly with the:
   (a) Registrar in relation to the provision of company services; and (b) applicant’s clients in relation to the provision of company services, (in each case, including preparing or filing any application or relevant supporting document, client onboarding, anti-money laundering or other company services) completes the mandatory annual certification requirements, as prescribed by the Registrar from time to time.

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4. The certification requirements shall include: the completion of annual training courses
(either online or in-person) by an approved service provider, relating to:
(a) in the case of any member of staff noted in paragraph 3 of this Condition 4, who is not a member of a recognised professional body, the completion of annual training courses (either online or in person) by an approved service provider, relating to:
(i) use of the Registrar’s online registry solution; (ii) preparation of all relevant supporting documents required for submission during the application process and completion of applications; (iii) ethics and compliance; (iv) applicable laws and regulations; and (v) anti-money laundering and know your customer training. (b) in the case of any member of staff noted in paragraph 3 of this Condition 4, who is a member of a recognised professional body, the completion of annual training courses (either online or in person) by an approved service provider, relating to:
(i) use of the Registrar’s online registry solution; and (ii) preparation of all relevant supporting documents required for submission during the application process and completion of applications.
5. All training set out in paragraph 4 of this Condition 4 must be completed:
(a) in the case of new applicants:
(i) where an application for a licence is submitted to the Registrar after the date of publication of these Rules but before 31 March 2023, within 3 months following the grant of the licence; (ii) where an application for a licence is submitted to the Registrar on or after 31 March 2023, prior to the grant of the licence; and (b) in the case of existing holders of a licence under these Rules to carry out the controlled activity of providing company services, within 3 months of these rules coming into effect pursuant to Rule 1(4)(b).
6. Where the Registrar requests information from the applicant, regarding:
(a) the applicant; or
(b) any of the applicant’s clients, the applicant must ensure that the applicant or any member of its staff referred to in paragraph 3 of this Condition 4 responds to such request for information, to the satisfaction of the Registrar, within 5 days after the request is made.

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7. Where the applicant is unable to provide the requested information, under paragraph 6
of this Condition 4, within 5 days after the request is made, the applicant must notify the Registrar of such circumstances hindering its ability to comply with the request and seek the Registrar’s approval for an extension of time.
8. Subject to paragraphs 6 and 7 of this Condition 4, if the request for information relates
to an application or filing submitted by the applicant and:
(a) the request for information is not complied with within the timeframe stipulated in paragraph 6 or within the extended timeframe approved by the Registrar; or (b) the request for information is complied with but is not to the satisfaction of the Registrar, the application or filing to which the request for information relates, must be withdrawn by the applicant within 10 days following the expiry of the timeframe stipulated in paragraph 6 of this Condition 4 or its approved extension.
9. If an application or filing is not withdrawn in accordance with paragraph 8 of this
Condition 4, the application or filing to which the request for information relates will be deemed to have been withdrawn by the applicant and the Registrar may withdraw it on its initiative. Condition 5 – Staffing in the Abu Dhabi Global Market

1. Subject to paragraph 4 of this Condition 5, the applicant’s registered office in Abu Dhabi
   Global Market will be open during normal working days in the Abu Dhabi Global Market.
2. The applicant will ensure that during Ordinary Business Hours, at least one member of
   staff referred to in paragraph 3 of Condition 4 of this Schedule 1, will be generally physically present in the applicant’s registered office (allowing for reasonable temporary absence from the office during ordinary business hours for meetings or other engagements) unless otherwise prohibited by:
   (a) the laws of the Emirate of Abu Dhabi to the extent and as applicable in Abu Dhabi Global Market; (b) the rules and regulations of Abu Dhabi Global Market; (c) an order of a court of competent jurisdiction; or (d) the direction of the Registrar.
3. Paragraph 1 of this Condition 5 will not apply to the extent that any registered office is
   required to close for:
   (a) routine maintenance; or
   (b) health and safety requirements.
4. If for any reason the applicant’s office will be closed for any period exceeding, in
   aggregate, ten business days in any three-month period, the applicant will provide

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written notification to the Registrar of such closure. Any notification to the Registrar under this paragraph 4 of Condition 5 must contain reasonable justification, to the satisfaction of the Registrar, of such closure. Condition 6 – Anti-Money Laundering Officers

1. Subject to paragraph 2 of this Condition 6, the applicant must have a money laundering
   reporting officer (with the general qualifications required for a person to act as an MLRO in the Abu Dhabi Global Market) (“MLRO”) who shall be:
   (a) a full-time employee of:
   (i) the applicant; or
   (ii) unless otherwise determined by the Registrar, any other member of the applicant’s group; and (b) at all times, independent from any other statutory role of the applicant.
2. An applicant may outsource the MLRO function, provided that such outsourced function
   is provided by an MLRO service provider on a full-time basis.
3. For the purpose of this Condition 6 and Condition 7 below, “group” shall mean an
   undertaking (as defined in the Companies Regulations) (the “first undertaking”) together with:
   (a) any parent undertaking (as defined in the Companies Regulations) of the first undertaking; (b) any subsidiary or subsidiary undertaking (as defined in the Companies Regulations) of the first undertaking; and (c) any direct or indirect subsidiary of any parent undertaking (as defined in the Companies Regulations) of the first undertaking. Condition 7 – Compliance Officer
4. Subject to paragraph 2 of this Condition 7, the applicant must have a compliance officer
   (with the general qualifications required for a person to act as a compliance officer in the Abu Dhabi Global Market) who shall be:
   (a) a full-time employee of:
   (i) the applicant; or
   (ii) unless otherwise determined by the Registrar, any other member of the applicant’s group; and (b) at all times, independent from any other statutory role of the applicant.
5. An applicant may outsource the compliance officer function, provided that such
   outsourced function is provided by a compliance officer service provider on a full-time basis.

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3. The same individual or entity may serve as both the MLRO and the compliance officer
of an applicant, provided that such person or entity has the knowledge, experience and capability to effectively fulfil the responsibilities of an MLRO and a compliance officer as prescribed in these rules. Condition 8 – Minimum Regulatory Capital

1. The applicant shall have and at all times maintain a minimum regulatory capital of USD
   50,000, in immediately available funds, which may be applied towards payment of fines and/or fees due and payable to the Registrar or towards satisfaction of any claims by the applicant’s clients, in each case to the extent that the applicant does not have other funds to satisfy such fines, fees and/or claims.
2. If the applicant’s minimum regulatory capital is reduced as a result of the application of
   the funds in accordance with paragraph (1) of this Condition 8 above or otherwise, the applicant shall immediately, and in any event within 7 business days, contribute funds to satisfy the minimum regulatory capital prescribed in paragraph (1) of this Condition 8. Condition 9 – Annual CSP Return
3. Each CSP Licensee must provide to the Registrar, in such form as the Registrar may
   require, an annual CSP Return (“Annual CSP Return”) no later than the end of April each year. The Annual CSP Return must cover the period from 1 January to 31 December (inclusive) of the preceding year and must include:
   (a) Clients – details of all current licensed persons for whom the Licensee has been appointed as a company service provider as at 31 December; (b) Services – details of the services offered by the Licensee, including a copy of the Licensee’s fee schedule; (c) Management – details of current directors, partners and management, and any changes in management during the 12 months period covered by the Annual CSP Return; (d) Employees – details of the individuals employed or engaged by the Licensee and the location of such individuals; (e) Complaints – a copy of the Licensees’ complaints register for the 12 months period covered by the Annual CSP Return; (f) Training – a confirmation that all relevant staff members have completed with all training required by Condition 4 and if any of the relevant staff members are members of a recognised professional body, evidence of such membership; (g) confirmation that, to the best of its information, knowledge and belief and save as may be disclosed in such Annual CSP Return, the applicant and each of its members of staff have complied with all applicable requirements of these Rules; and

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(h) any other information as the Registrar specifies in any guidance issued to CSPs or otherwise notified to CSPs as required to be included in the Annual CSP Return. For the purpose of this Condition 9, a “Licensee” means any holder of a licence under these Rules to carry out the controlled activity of providing company services. Condition 10 – Principles

1. The applicant shall at all times comply with the following principles:
   (a) Integrity – an applicant will (and will ensure that each person employed by it or otherwise acting on its behalf will) always:
   (i) be straightforward and honest in all professional and business relationships; (ii) behave with integrity and fairness in all their dealings; (iii) maintain high standards of ethical behaviour and professional practice; (iv) to the extent applicable, act in a manner appropriate to the applicant’s position as company services provider in accordance with any fiduciary or other duties that they may be under; and (v) take care to avoid any behaviour or actions that might reasonably be expected to risk bringing discredit to themselves or their profession. (b) Due skill, care and diligence – an applicant will (and will ensure that each person employed by it or otherwise acting on its behalf will) always:
   (i) be objective and not allow bias, conflict of interest or undue influence of others to override professional and business judgments reached when carrying out (or assisting with) any company services provider activities; (ii) only undertake work that they are competent and qualified to perform; (iii) ensure that all work is performed diligently, competently and in accordance with all relevant technical and professional standards; and (iv) ensure that they behave and act in a way that is fully compliant with all applicable or relevant laws and regulations professionally. (c) Confidentiality – an applicant will (and will ensure that each person employed by it or otherwise acting on its behalf will) respect the confidentiality of information acquired as a result of professional and business relationships and not disclose any such information to third parties without proper and specific authority, unless there is a legal or professional right or duty to disclose, nor must they use this information for their personal advantage or the personal advantage of any third party.

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(d) Transparency – an applicant has a professional duty, upon request or when necessary in the context of the provision of its services, to report openly to its clients and the Registrar and should always report as comprehensively as possible given the circumstances of the case, in a way that is transparent and understandable. (e) Conflict of Interest – an applicant must not perform, nor must an applicant accept, any appointment or engagement with respect to any company services if there exists, or may reasonably be perceived to exist, any interest that is likely to conflict with, or prevent the applicant from providing company services provider activities in accordance with the requirements of these Rules and all other applicable legal requirements. (f) Relations with the Registrar – an applicant must deal with the Registrar in an open and co-operative manner and must promptly disclose to the Registrar any information which the Registrar requires or which the Registrar would otherwise reasonably expect to be notified.