Consultation Paper No. 6 of 2021 – Proposal to amend ADGM Beneficial Ownership and Control Regulations 2018

CONSULTATION PAPER
NO. 6 OF 2021
PROPOSAL TO AMEND ADGM
BENEFICIAL OWNERSHIP AND
CONTROL REGULATIONS 2018
25 November 2021

Consultation Paper No. 6 of 2021
TABLE OF CONTENTS
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..................................................................4

Consultation Paper No. 6 of 2021
Why are we issuing this paper?

1. The Registration Authority (RA) of Abu Dhabi Global Market (ADGM) has issued this
   Consultation Paper to seek views on its proposed amendments to the ADGM Beneficial Ownership and Control Regulations 2018 (BOC Regulations).
2. A draft of the Beneficial Ownership and Control Regulations 2018 showing the effect of
   the proposed amendments is attached as Annex A.
   Who should read this paper?
3. This Consultation Paper should be of interest to all individuals and organisations with an
   interest in establishing a presence in the ADGM, ADGM entities already established in ADGM as well as their legal advisors. How to provide comments
4. All comments should be made in writing and sent to the address or the email address
   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.
5. The RA reserves the right to publish, including on its website, any comments you provide,
   unless you expressly request otherwise at the time of submitting those comments. Comments supported by reasoning and evidence will be given more weight by the RA. What happens next?
6. The deadline for providing comments on the proposed framework is 23 December 2021.
   After receiving your comments, we shall consider whether any modifications are required to the proposals and the ADGM Board of Directors (Board) will then proceed to enact the proposal in their final form.
7. You should not act on these proposals until final amended regulations are issued by the
   Board. We shall issue a notice on our website when that happens.
   Comments to be addressed to:
   Consultation Paper No. 6 of 2021
   Registration Authority
   Abu Dhabi Global Market Square
   Al Maryah Island
   PO Box 111999
   Abu Dhabi, UAE
   Email: consultation@adgm.com
   Introduction

Consultation Paper No. 6 of 2021
Scope and approach to the proposed amendments

1. A key component in detecting and preventing financial crime, money-laundering, terrorist
   financing, bribery, corruption, insider dealing and other forms of market abusive behavior is the accessibility of information relating to corporate beneficial ownership and control. This is in addition to other steps designed to enhance transparency and accountability both at a national level and in conjunction with other regulatory bodies globally. The availability of beneficial ownership information, that is, the natural person behind a legal person, corporate structure or other complex arrangement, is a key requirement of international tax transparency and the fight against tax evasion and other financial crimes.
2. The RA has taken significant steps to implement relevant international standards on anti￾money laundering and combating the financing of Terrorism and Proliferation. The RA
   monitors those standards and remains strongly committed to help the UAE fulfil its obligations as part of the international community. In particular, there are ongoing evaluations of the UAE by:
   a. the Financial Action Task Force (FATF) measuring out steps against the FATF Recommendations, being the International Standards on anti-money laundering and combating the financing of Terrorism and Proliferation (AML/CFT) and following the FATF Mutual Evaluation Report of the UAE published on 30 April 2020; b. the Organisation for Economic Cooperation and Development (OECD) in respect of compliance with accepted international taxation standards. The UAE is currently a member of both the OECD Global Forum for the Exchange of Information for Tax Purposes (OECD Global Forum1) and the OECD Inclusive Framework on Base Erosion and Profit Shifting (OECD BEPS). In particular, the OECD Global Forum has oversight over those countries that have committed to the bilateral “exchange of information for tax purposes” (EOIR) and those countries that have committed to the automatic exchange of information for tax purposes (Common Reporting Standards – CRS).
3. In order to remain aligned with the requirements of the OECD and FATF, the RA has
   conducted a review of its BOC Regulations that apply to all ‘ADGM Persons’ (as defined in subsection 26(1) of the BOC Regulations) to assess whether the BOC Regulations remain aligned with such requirements.
4. Furthermore, the RA also has reviewed its BOC Regulations against the requirements of:
   a. Cabinet Resolution No. 10 of 2019 Concerning the Implementing Regulations of Federal Decree by Law No. (20) of 2018 Concerning Anti-Money Laundering and 1 see A Beneficial Ownership Implementation Toolkit Prepared by: The Secretariat of the Global Forum on Transparency and Exchange of Information for Tax Purposes Inter-American Development Bank* March 2019 Background

Consultation Paper No. 6 of 2021
Counter Terrorism Financing and Financing of Illegal Organizations; (Federal AML Legislation); and b. Cabinet Resolution No. 58 of 2020 concerning the regulation of beneficial ownership procedures (Federal UBO Regulations) applicable to entities in the wider UAE (excluding those legal persons and legal arrangements registered in ADGM and DIFC).
5. In order to further align the BOC Regulations with the OECD, FATF Standards, Federal
AML Legislation and Federal UBO Regulations on beneficial ownership, the RA is proposing the following amendments to the BOC Regulations:
a. Clarifying the cascade approach for identifying beneficial owners of ADGM Persons who are natural persons who indirectly have a material ownership interest in an ADGM Person through an intermediate holding entity; b. Imposing duties on ADGM Persons which have one or more nominee directors to maintain a record of nominee directors and the identity of the person on whose behalf each nominee director acts and to keep their particulars;
c. Clarifying that ADGM Persons must ensure that no share transfer or change of
ownership in the entity will be recognised or given any effect unless the record of beneficial owners is updated and the required particulars are provided to the Registrar; d. Adding a power for the Registrar to recommend that a person is removed from the record of beneficial owners of the ADGM Person if the Registrar considers that having such person as a beneficial owner is contrary to the ADGM regulations or prejudicial to the interests of ADGM; and e. Adding a power to allow the Registrar to cancel the licence of, or strike-off, an ADGM Person for failing to comply with a notice given by the Registrar.
6. To ensure ADGM Persons are provided with sufficient time to collect the necessary
information relating to these amendments, the RA is also proposing to have a delayed effective date for the sections of the BOC Regulations that relate to the establishment of a nominee director register and the revised particulars of beneficial owners. Clarifying the ‘cascade approach’ in identifying ‘natural persons’ having material ownership interest in ADGM Persons
7. The ADGM has adopted the FATF definition of beneficial owner and the relevant FATF
guidelines and materials dealing with beneficial ownership information for both legal entities and legal arrangements. FATF has recommended the use of a cascading information-gathering approach where legal persons are concerned. This requires ADGM Persons to consider each step in the identification process in succession if they do not result in the identification of the beneficial owner. These identification procedures are contained in the FATF’s Interpretative Note to Recommendation 10.14.

Consultation Paper No. 6 of 2021
8. The first step in the identification procedure is identify the individuals holding ownership
interests either directly or through a chain of other nominees, entities or arrangements. Where it is not possible to identify persons with control through ownership, or if there is doubt that those persons are in fact the beneficial owners, then natural persons who control the ADGM Person through other means, such as personal or financial influence, should be clearly identified. Examples of control by other means include controlling the voting rights in the ADGM Person or the power to appoint or remove a majority of the board of directors. Only when none of the previously described approaches is able to identify a beneficial owner (or owners) the identification of an officer of the ADGM Person, who could be the entity’s manager, CEO, CFO, secretary or director, would be required (please refer to the definition of ‘officer of an ADGM Person’ in subsection 26(2) of the BOC Regulations). The notion of effective control is important in situations where a beneficial owner may not have a readily identifiable ownership interest and/or is not a person on whose behalf a transaction is conducted or business relationship being established. Understanding the make-up and organisation of a legal person can help determine any individuals who have effective control.
9. In light of the above, the RA is proposing to:
a. Amend the meaning of ‘beneficial owner’ in Schedule 1 of the BOC Regulations by clearly including the ‘cascade approach’, as recommended by FATF, for identifying the beneficial owners of an ADGM Person as defined in the BOC Regulations; b. Amend the meaning of ‘beneficial owner’ in relation to trusts as follows:
i. Consistent with the FATF and OCED recommendations that the location of the
trustee, rather than the law by which the trust is governed, should determine the scope of application of the relevant regulations, the amended Regulations require that a trustee of an express trust, regardless of the applicable law of the trust, which is located in ADGM must comply with the amended BOC Regulations;

• Such obligations shall apply to ADGM based trustees which operate from
  a permanent establishment in ADGM. As natural persons are considered residents of the UAE rather than of ADGM, trustees which are natural persons are outside the scope of the Regulations;
• The amendments further clarify that the filing requirements are excused
  in respect of trustees of Investment Trusts, as the power to identify and maintain records of beneficiaries is already enforced through existing FSRA Funds and AML Rules;
  ii. Adding to the list of beneficial owners to be identified in relation to a trust ‘any
  protector or enforcer appointed to the trust’, to meet the FATF and OECD requirements; and
  c. Amend the definition of ‘ADGM Person’ in the BOC Regulations in order to clarify
  the scope of application of the BOC Regulations by adding ‘limited partnership which has elected to possess legal personality which has been registered under the Limited Partnership Act 1907 in the ADGM’ to the definition; and

Consultation Paper No. 6 of 2021 d. Delete subsection 2(6) of the BOC Regulations on the basis that, under the cascade approach above, the ‘officer’ of the ADGM Person (who could be the entity’s manager, CEO, CFO, secretary or director) should be considered as the ADGM Person’s beneficial owner in the absence of a natural person holding a material interest in the ADGM Person. Accordingly, an ADGM Person must identify at least one beneficial owner who is a natural person. Question 1:
DO YOU AGREE WITH THE PROPOSED AMENDMENTS TO THE CASCADE APPROACH ADOPTED, THE AMENDMENTS TO THE DEFINITION OF ‘ADGM PERSON’ AND TO THE MEANING OF ‘BENEFICIAL OWNER’ IN RELATION TO TRUSTS, AS EXPLAINED ABOVE? Imposing duties on ADGM Persons in relation to identifying and maintaining records of nominee directors
10. A nominee director is a director, just like any other director, of an ADGM Person. What
makes him or her stand apart from other directors is having been nominated by a shareholder or other stakeholder to represent the stakeholder’s particular interests.
11. Nominee directors represent the interests of an appointer but must balance these
interests with the common law and the statutory fiduciary duties they owe as a director to the ADGM Person.
12. The Interpretative Note to FATF Recommendation 24 relevantly provides that:
Countries should take measures to prevent the misuse of nominee shares and nominee directors, for example by applying one or more of the following mechanisms: (a) requiring nominee shareholders and directors to disclose the identity of their nominator to the company and to any relevant registry, and for this information to be included in the relevant register; or (b) requiring nominee shareholders and directors to be licensed, for their nominee status to be recorded in company registries, and for them to maintain information identifying their nominator, and make this information available to the competent authorities upon request.
13. Currently, the BOC Regulations include provisions in relation to nominee shareholders
but are silent on nominee directors. Further, there is no specific reference in the BOC Regulations to nominee directors exercising control over the management of the ADGM Person or influencing the board of the relevant entity. Therefore, the RA is proposing to impose duties on ADGM Persons which have one or more nominee directors to:
a. maintain a record of such nominee directors; b. identity the person on whose behalf each nominee director acts; and
c. require ADGM Persons to keep a record of their particulars.

Consultation Paper No. 6 of 2021
Question 2:
DO YOU AGREE WITH THE PROPOSED AMENDMENTS RELATED TO IMPOSING DUTIES ON ADGM PERSONS TO IDENTIFY AND MAINTAIN RECORDS OF NOMINEE DIRECTORS AND PERSONS ON WHOSE BEHALF NOMINEE DIRECTOR ACT? Requiring ADGM Persons to not recognise or give any effect to a share transfer or change of ownership unless the record of beneficial owners is updated and the required particulars are provided
14. This amendment includes a duty on an ADGM Person (i) to be provided with a statement
by or on behalf of the transferee on whether or not the share transfer will result in a change in the record of beneficial owners and the nature of such change, and (ii) to obtain the required particulars in respect of each new beneficial owner.
15. The amendment is the result of recognising FATF’s recommendations 10 and 22 which
require that “financial institutions and DNFBP’s carry out customer due diligence measures to identify and verify the identity of customers, including beneficial owners, when (inter alia) there are doubts about the veracity or adequacy of previously obtained customer identification data”. Question 3:
DO YOU AGREE WITH THE PROPOSED AMENDMENT REQUIRING THE ADGM PERSONS TO NOT RECOGNISE OR GIVE ANY EFFECT TO A SHARE TRANSFER OR CHANGE OF OWNERSHIP UNLESS THE RECORD OF BENEFICIAL OWNERS IS UPDATED AND THE REQUIRED PARTICULARS ARE PROVIDED? Empowering the Registrar to recommend that a person is removed from the record of beneficial owners of the ADGM Person and to cancel the licence of an ADGM Person for failure to comply with such recommendation
16. Appropriate compliance, monitoring, and enforcement processes are critical to ensuring
that laws and regulations on beneficial ownership are observed.
17. This amendment will enable the Registrar to recommend that a person identified by the
ADGM Person as a beneficial owner be removed from their record on the basis that the person is:
a. subject to a sanction imposed by any government, any entity that is a representative, constituent part or extension of a sovereign state or a political subdivision thereof or any entity that is established under international law or the laws of any two or more sovereign states; or b. involved or has been involved in any proceedings that are law enforcement related or criminal, civil, regulatory, tax or administrative in nature,

Consultation Paper No. 6 of 2021 and the Registrar considers that having such a person as a beneficial owner of an ADGM Person is:
i. contrary to the BOC Regulations or any other enactment administered by the
Registrar; or
ii. prejudicial to the interests of the ADGM.
18. After giving procedural fairness to the ADGM Person involved, the Registrar may exercise
its powers to cancel the ADGM Person’s licence or strike-off the ADGM Person if the concerned person has not been removed as a beneficial owner of that ADGM Person within the timeframe prescribed by the Registrar.
19. It is worth mentioning that any contravention of the BOC Regulations would result in a
fine to be imposed on the ADGM Person that is not exceeding $25,000 (level 7 fine) which is in addition to the power of the Registrar to cancel the ADGM Person’s licence or strike￾off the ADGM Person.
20. Including this amendment ensures that the RA can effectively limit those people satisfying
the criteria set out in paragraph 17 from remaining as beneficial owners of ADGM entities or prevent further activity of such entities through the Registrar’s strike-off process. Question 4:
DO YOU AGREE WITH THE PROPOSED AMENDMENT TO RECOMMEND THAT A PERSON IS REMOVED FROM THE RECORD OF BENEFICIAL OWNERS OF THE ADGM PERSON AND TO CANCEL THE LICENCE OF, OR STRIKE-OFF, AN ADGM PERSON FOR FAILURE TO COMPLY WITH SUCH RECOMMENDATION? Delayed Effective Date for subsection 2(4) and sections 2A of the BOC Regulations
21. Given the introduction of the duty to establish and maintain records and particulars of
nominee directors and the persons on whose behalf nominee directors act, and in light of the changes which are proposed to be made to the particulars of beneficial owners, the RA is proposing to have the sections relating to these duties come into force later date than the date on which the BOC Regulations will be published.
22. This delayed effective date (for the sections related to the duty to establish a new record
and the updated particulars) will allow more time for ADGM Persons to comply with these new requirements.

Consultation Paper No. 6 of 2021
Annex A Beneficial Ownership and Control Regulations 2018 showing the effect
of the proposed amendments
Proposed Amendments

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Annex A: Proposed amendments to Beneficial Ownership and Control Regulations 2018

BENEFICIAL OWNERSHIP AND CONTROL REGULATIONS 20182022

TABLE OF CONTENTS
TABLE OF CONTENTS…………………………………………………………………………..…...2
PART 1 INFORMATION DUTIES OF ADGM PERSONS………………………………..……...4

1. Duty of ADGM Person to obtain information in respect of beneficial owners………....4
2. Record of beneficial owners……………………………………………...………..……….4
   2A. Record of nominee directors ……………………………………………………………....6
3. Duty of ADGM Person to keep record of beneficial owners and record of nominee
   directors up-to-date…………...….................................................................................8
4. Duty of ADGM Person to submit record of beneficial owners and record of nominee
   directors to Registrar……….........................................................................................9
5. Duty of ADGM Person to notify Registrar of changes…………………………….......….9
6. Duty of ADGM Person to ensure security of information………………………..….....…9
7. Duty to retain documents following dissolution, termination and striking off…….……..10
   PART 2 ROLE OF THE REGISTRAR……………………………………………………….…...…10
8. Powers of the Registrar………………………………………………………...……..….....10
9. Register of Beneficial Owners of Legal Persons and Nominee Directors ……...….....10
10. Functions and ancillary powers of the Registrar……………………….……..……………….10
    PART 3 REGISTER OF BENEFICIAL OWNERS OF LEGAL PERSONS AND NOMINEE
    DIRECTORS……………………………………………………………………………….……….....11
11. Register of Beneficial Owners of Legal Persons and Nominee Directors and security of
    information………………………………………………………………………………………..…....11
12. Disclosure of information by the Registrar……………………………………………......11
13. Power of Registrar to request and obtain information and documents……….…….….12
14. Submission of information to the Registrar…………………………………..……..…….12
15. General power of Registrar to reject applications…………………………….……….…13
16. Retention of information on the Register after dissolution, etc. …………….……….…13
    PART 4 OFFENCES, FINES & ENFORCEMENT…………………………………………….….13
    17.16. Offences………………………………………………………………………….……......…13
    18.17. False or misleading information...................................................................................13
    19.18. Fines……………………………………………………………………………………..……13
    20.19. Certificates……………………………………………………………………….……...….14
    19A. Notification of removal of beneficial owner ………………………………………………15
    PART 5 MISCELLANEOUS……………………………………………………………………….15
    21.20. Meaning of “beneficial owner”……………………………………….……………………15
    22.21. Service of Documents………………………………………………………………..……16
    23.22. Exemption orders………………………………………………………………..…………16

24.23. Fees payable to the Registrar…………………………………………………...………..16
25.24. Guidance………………………………………………………………………………….…16
26.25. Interpretation……………………………………………………………………..…………16
27.26. Meaning of “ADGM Person” and associated terms……………………...……..………18
28.27. Short title, extent and commencement………………………………….……………….19
SCHEDULE 1: MEANING OF BENEFICIAL OWNER…………………………………………20

BENEFICIAL OWNERSHIP AND CONTROL REGULATIONS 2018 2022 Regulations to make provision for beneficial ownership and control systems for legal entities registered in the Abu Dhabi Global Market. Date of Enactment: 17 April 2018 xx 2022 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:
PART 1
INFORMATION DUTIES OF ADGM PERSONS

1. Duty of ADGM Person to obtain information in respect of beneficial owners
   (1) Each ADGM Person must take reasonable steps to ascertain the true, accurate and complete identity of its beneficial owners. (2) Subject to subsection (3)(4), if an ADGM Person has reasonable grounds for believing that a person is or may be its beneficial owner, the ADGM Person must send a request in writing to such person requiring him:
   (a) to state whether he is they are a beneficial owner in relation to the ADGM Person; and (b) if so, to confirm or correct any required particulars of such person that are included in the request in writing, and to supply any that are missing. (3) If the addressee does not respond to the request within 15 days of the despatch date, the ADGM Person must report this in the record of beneficial owners. (3)(4) An ADGM Person is not under a duty to send a request in writing under subsection (2) if:
   (a) the ADGM Person has already been informed that the person is a beneficial owner in relation to that ADGM Person; and (b) that information was provided either by the person himself or with his knowledge. (4)(5) The “required particulars” has the meaning prescribed to it in section 2(4).
2. Record of beneficial owners
   (1) Each ADGM Person must keep a record of the required particulars of its beneficial owners in a record referred to in these Regulations as the “record of beneficial owners”. (2) Where the ADGM Person is existing at the time of the enactment of these Regulations, the ADGM Person must ensure that its record of beneficial owners is established no later than ninety (90) days after the date of enactment of these Regulations.

(3)(2) Where the ADGM Person comes into existence after the date of enactment of these Regulations, Tthe ADGM Person must ensure that a record of beneficial owners is established in accordance with that ADGM Person’s rules of formation within 1 month of its establishment. (4)(3) Section 363 of the Companies Regulations shall apply in respect of the record of beneficial owners and the manner in which it is kept and made available for inspection. Such section shall apply irrespective of whether the beneficial owner is a company subject to the Companies Regulations. (5)(4) The “required particulars” means, (a) in respect of a beneficial owner who is a natural person:
(i) full name, including any former names;
(ii) country of residence;
(ii) residential address and, if different, an address for service of notices; (iii) date and place of birth; (iv) nationality; (v) occupation; (vi) information identifying the person from their passport or other government-issued national identification document; (vi)(vii) the date on which that person became a beneficial owner of the ADGM Person; and (viii) the date on which the person ceased to be a beneficial owner of the ADGM Person; and (vii)(ix) the grounds on which that person is considered to be a beneficial owner; and (b) in respect of a beneficial owner which is an ADGM Person who is not a natural person a listed company, a company that is wholly-owned by the Federal Government of the United Arab Emirates, or by any of the governments of the member Emirates of the United Arab Emirates or a company created by Emiri decree within the United Arab Emirates:
(i) registered name;
(ii) registered address;
(iii) registration number (or equivalent);
(iv) country of registration; and
(v) the date on which that person became a beneficial owner.
(6) If an ADGM Person has ascertained that there are no persons who meet the criteria for beneficial owners in relation to that ADGM Person, he must:

(a) record that fact in the record of beneficial owners; and (b) deliver to the Registrar:
(i) a true, accurate, complete and up-to-date copy of its register of members; and (ii) such further information as the Registrar reasonably considers necessary to confirm that there are no persons who meet the criteria for beneficial owners in relation to that ADGM Person. (5) Any aggrieved person or any other interested party may apply to the Court for rectification of an ADGM Person’s record of beneficial owners if:
(a) the name of any person is, without sufficient cause, entered in or omitted from; (b) no entry is made in; or (c) unnecessary delay takes place in:
(i) entering the name of any person in; or
(ii) removing the name of any person who has ceased to be a beneficial owner from, the record of beneficial owners. (6) Where an application is made under section 2(5), the Court may either:
(a) refuse the application; or
(b) order rectification of the record of beneficial owners and if appropriate, order payment by the ADGM Person of compensation for any loss sustained by any party aggrieved. (7) Upon making such an application, the Court may:
(a) decide any question as to whether the name of any person who is a party to the application should or should not be entered in or omitted from the record of beneficial owners; and (b) decide any question necessary or expedient to be decided for rectification of the record of beneficial owners. (8) The reference in section 2(5) to “any other interested party” is a reference to:
(a) any member of the ADGM Person;
(b) any person who has reasonable grounds to allege that they are a beneficial owner of the ADGM Person; and (c) any person named as a beneficial owner of the ADGM Person. 2A. Record of nominee directors

(1) For the purpose of this section, a director is a nominee director if they are a person under an obligation to act in accordance with the directions, instructions or wishes of another person. (2) An ADGM Person which has one or more nominee directors must take reasonable steps to ascertain the true, accurate and complete identity of the person on whose behalf each nominee director acts. In the event such person is not a natural person or a person as described in section 2(4)(b), the ADGM Person must take reasonable steps to determine the identity of each natural person who is a beneficial owner of such person. (3) An ADGM Person which has one or more nominee directors must keep a record of all persons identified under subsection (2) above in a record referred to in these regulations as the “record of nominee directors”. (4) The ADGM Person must ensure that a record of nominee directors is established in accordance with subsection (3) above within 1 month of its establishment. (5) In respect of each person on whose behalf each nominee director acts, the ADGM Person must keep in the record of nominee directors a record of:
(a) full name, including any former names;
(b) residential address and, if different, an address for service of notices; (c) date of birth; (d) nationality; (e) occupation; and (f) information identifying the person from their passport or other government￾issued national identification document. (6) In respect of each nominee director, the ADGM Person must keep in the record of nominee directors a record of:
(a) the date on which the nominee director became a nominee director of the ADGM Person; and (b) the date on which the nominee director ceased to be a nominee director of the ADGM Person. (7) A nominee director must within 1 month of the date on which the nominee director becomes a nominee, inform the ADGM Person that they are a nominee and provide all the information of the persons identified under subsection (2) above for whom the nominee director is a nominee. (8) A nominee director must inform the ADGM Person of any change to the particulars provided under subsection (7) above within 1 month of the change. (9) The nominee director must also inform the ADGM Person that they ceased to be a nominee within 1 month of the cessation, unless the nominee director ceased to be a director of the ADGM Person at such time.

(10) Section 363 of the Companies Regulations shall apply in respect of the record of nominee directors and the manner in which it is kept and made available for inspection.
3. Duty of ADGM Person to keep record of beneficial owners and record of nominee
directors up-to-date
(1) An ADGM Person must take reasonable steps to ensure that the particulars recorded in its record of beneficial owners and its record of nominee directors (if any) are true, accurate, complete and up to date. (2) If an ADGM Person knows or has reasonable cause to believe that a relevant change has occurred to the record of beneficial owners, the required particulars recorded in its record of beneficial owners or its record of nominee directors, (if any) then, subject to subsection (3), the ADGM Person must request in writing details of the relevant change from, in the case of changes in beneficial owners, each person whose required particulars are recorded in its record of beneficial owners, and in the case of changes relating to nominee directors, such nominee director and may be affected by the relevant change. (3) A “relevant change” in relation to a person occurs if:
(a) there has been a share transfer rendering a person the beneficial owner of an ADGM Person; (a)(b) the person whose required particulars are recorded in its record of beneficial owners or record of nominee directors (if any) ceases to be a beneficial owner or a nominee director, as the case may be, in relation to an ADGM Person; or (c) a new person becomes a beneficial owner and / or nominee director in relation to an ADGM Person; (d) there is a change in person for whom a nominee director acts as nominee; or (b)(e) any other change occurs, as result of which the required particulars stated for the person on the record of beneficial owners or the record of nominee directors (if any) are incorrect or incomplete. (4) An ADGM Person is not required to send a request in writing under subsection (2) if:
(a) the ADGM Person has already been informed of the relevant change and of the information referred to in subsection (6)(b); and (b) that information was provided either by the person concerned or with their knowledge. (5) The ADGM Person must send a request in writing under subsection (2) as soon as reasonably practicable after learning of the change or first having reasonable cause to believe that the change has occurred. (6) The request in writing must require the addressee, within the period of one (1) month beginning with the date of the request:
(a) to confirm whether or not the change has occurred; and

(b) if so:
(i) to state the date and details of the change; and (ii) to confirm or correct the required particulars included in the request, and supply any that are missing from the request. (7) On receipt of information received pursuant to the request in writing under this section, or otherwise being satisfied that a relevant change has occurred, an ADGM Person must within one (1) month amend the record of beneficial owners and the record of nominee directors, as applicable, accordingly. (8) The ADGM Person who is provided with a share transfer relating to a change in ownership of shares must not register, recognise or give effect to that transfer, unless it is also provided with a statement by or on behalf of the transferee, which states:
(a) whether the transfer will result in a change in the record of beneficial owners; (b) if it will result in such a change, the nature of the change; and (c) provides the required particulars in respect of each new beneficial owner as a result of the change.
4. Duty of ADGM Person to submit record of beneficial owners and record of
nominee directors to Registrar
Within one (1) month of the establishment of its own record of beneficial owners, each If an ADGM Person has not already submitted a record of beneficial owners and record of nominee directors (if any) to the Registrar at the time of establishment, an ADGM Person must submit a true, accurate, complete and up-to-date copy of its record of beneficial owners and record of nominee directors (if any) to the Registrar within 1 month of establishment who may use the contents of such record when establishing the Register under Parts 2 (Role of the Registrar) and 3 (Register of Beneficial Owners of Legal Persons) of these Regulations.
5. Duty of ADGM Person to notify Registrar of changes
When there has been a relevant change (as defined in subsection 3(3) above) an amendment or change in the particulars contained in the record of beneficial owners an ADGM Person, within 15 days of the date of an amendment or change of such record of beneficial owners, the ADGM Person must submit a notice to the Registrar of the amendment or change and the date on which the underlying event which resulted in the amendment or change it occurred, to the best of its knowledge.
6. Duty of ADGM Person to ensure security of information
An ADGM Person must take all reasonable steps to ensure the security and confidentiality of information disclosed to him them under these Regulations and must not disclose such information other than in compliance with a duty imposed, or in exercise of a power conferred, under these Regulations or any other law or regulation applicable in the Abu Dhabi Global Market.

7. Duty to retain documents following dissolution, termination and striking off
   (1) Where an ADGM Person is dissolved, terminated or struck off, the liquidator, if appointed, must retain the record of beneficial ownership and the record of nominee directors (if any) relating to the ADGM Person as at the date of dissolution, termination or striking off for the minimum retention period and must comply with the requirements of the Registrar issued under these Regulations in that period. (2) The Registrar shall must be entitled to retain any records of beneficial ownership and records of nominee directors referred to in subsection (1) for the same period following the dissolution, termination or striking off of an ADGM Person.
   PART 2
   ROLE OF THE REGISTRAR
8. Powers of the Registrar
   The Registrar shall must administer these Regulations and perform the functions and exercise the powers assigned or transferred to him the Registrar by or under these Regulations and any other law or regulation applicable in the Abu Dhabi Global Market.
9. Register of Beneficial Owners of Legal Persons and Nominee Directors
   The Registrar shall must establish and maintain a register of the beneficial owners of ADGM Persons to be called the Register of Beneficial Owners of Legal Persons and Nominee Directors (the “Register”) in accordance with Part 3 (Register of Beneficial Owners of Legal Persons and Nominee Directors) of these Regulations.
10. Functions and ancillary powers of the Registrar
    (1) The Registrar, having regard to the provisions of this section 10, has the power to do anything that appears to him the Registrar to be necessary or expedient for the purposes of or in connection with the exercise of his functions including, without limitation, power:
    (a) to require from an ADGM Person direct access to (by electronic means or otherwise) the record of beneficial owners and the record of nominee directors of that ADGM Person; (b) to request and obtain information and documents in accordance with the provisions of section 14; (c) to prepare and, subject to any provision to the contrary in these Regulations or any other enactment, to publish information, reports, forms, codes of practice, guidance, recommendations and other documents; and (d) to appoint any person or body to advise him the Registrar in relation to the exercise of any of his functions. (2) The provision of information under these Regulations shall not be subject to enhanced disclosure requirements as provided under section 952 of the Companies Regulations 2015 (as amended from time to time).

PART 3
REGISTER OF BENEFICIAL OWNERS OF LEGAL PERSONS AND NOMINEE DIRECTORS
11. Register of Beneficial Owners of Legal Persons and Nominee Directors and
security of information
(1) The Registrar shall must establish the Register which shall be kept in such form as the Registrar thinks fit and may, without limitation, be kept in electronic form. (2) Information shall must be submitted to the Registrar by all ADGM Persons pursuant to sections 4, 5 and 13 of these Regulations, for inclusion in a register maintained by the Registrar (the “Register”). (3) The Registrar shall must take all reasonable steps to ensure the confidentiality and security of the Register and of information kept on the Register, and of other information disclosed to him the Registrar under these Regulations or under any other enactment, and (subject to subsection (3)(4) and sections 12 and 13) shall must not disclose to any other person the Register or any part of it, or information or documents obtained by, him or disclosed to him the Registrar, other than as permitted in section 12. (4) The Registrar shall must, on application being made to him them in such form as he the Registrar may specify, and having taken all reasonable steps to verify the identity of the applicant, disclose to a person any information on the Register directly relating to that person only.
12. Disclosure of information by the Registrar
(1) Subject to the provisions of the regulatory legislation, information obtained by the Registrar:
(a) under these Regulations or any other enactment; or (b) in connection with the carrying out of any of the Registrar’s functions under these Regulations, may only be disclosed in accordance with section 967 of the Companies Regulations which shall apply to Parts 2 and 3 of these Regulations, and such section shall apply irrespective of whether the beneficial owner is a company subject to the Companies Regulations. (2) Any person may request from the Registrar, on payment to the Registrar of such fee as may be prescribed by the Board, to be provided with a certificate confirming the identity of the beneficial owners of an ADGM Person as identified in the Register, subject to the Registrar receiving prior written consent of the ADGM Person concerned.
13. Power of Registrar to request and obtain information and documents
(1) The Registrar may, by notice in writing served on an ADGM Person (or its officers or directors), require him them to submit to the Registrar in such form and manner, at such times or intervals, at such place and in respect of such periods as may be

specified in the notice, with such information as the Registrar may reasonably require for the performance of his functions under these Regulations. (2) The Registrar may, by notice in writing served on an ADGM Person:
(a) require him them to produce, in such form and manner, within such time and at such place as may be specified in the notice, such information or documents of such description as may be so specified; (b) require him them to furnish, to any of the Registrar’s officers, servants or agents authorised for the purposes of this paragraph section, on production of evidence of such authority, such information and documents or information and documents of such description as the officer, servant or agent may specify, either forthwith or within such time, and at such place, and in such form and manner, as may be so specified, for the purposes of their inspecting them; being information or documents reasonably required by the Registrar for the performance of his functions under these Regulations. (3) The powers conferred by this paragraph section to require an ADGM Person to produce any documents include the power:
(a) if the documents are produced, to take copies of them or extracts from them, in circumstances where the Registrar is satisfied that the taking of such copies or extracts is necessary for the proper exercise of powers under or in relation to
Part 4 (Offences, Fines & Enforcement) of these Regulations; and
(b) if the documents are not produced, to require the ADGM Person who was required to produce them to state, to the best of his knowledge and belief, where they are. (4) Nothing in this section 13 shall restrict the powers of the Registrar as prescribed under
section 901 of the Companies Regulations.
14. Submission of information to the Registrar
(1) Information required to be submitted to the Registrar when requested under these Regulations or any other enactment shall be in such form as may be specified by the Registrar. (2) Where a person claims a lien on a document, its production under these Regulations is without prejudice to his lien. (3) Subject to subsection 167(2), information shall only be retained by the Registrar for so long as appears to the Registrar reasonably necessary for the purposes for which the information was delivered to the Registrar.
15. General power of Registrar to reject applications
Notwithstanding that the Registrar is not bound to enquire further as to whether the provisions of these Regulations or any other enactment have been complied with, the Registrar may reject any submission, or other matter submitted to him, on such terms and conditions as he the Registrar thinks fit, if it appears to him the Registrar that the provisions of these Regulations or any other enactment in respect of that submission or other matter have not been complied with.

16. Retention of information on the Register after dissolution, etc.
    In the case of an ADGM Person that has been dissolved, terminated or struck off, the Registrar shall retain on the Register information relating to that legal person as at the date of its dissolution, termination or striking off (as the case may be) for the minimum retention period after that date.
    PART 4
    OFFENCES, FINES & ENFORCEMENT
17. Offences
    (1) An ADGM Person who fails to comply with these Regulations or any rules made under these Regulations is guilty of an offence and liable to a fine as prescribed under section 1918. (2) It is a defence for an ADGM Person, charged with failing to comply with a duty imposed on him them under these Regulations or any rules made under these Regulations, to prove that the ADGM Person took all reasonable steps to attempt to comply with the duty.
18. False or misleading information
    (1) It is a contravention of these Regulations for a person knowingly or recklessly:
    (a) to deliver or cause to be delivered to the Registrar, for any purpose of these Regulations, any information or document, or (b) to make to the Registrar, for any such purpose, a statement, that is misleading, false or deceptive in a material particular. (2) A person who commits the contravention referred to in subsection (1) is liable to a fine as prescribed under section 1918.
19. Fines
    (1) The Board may make rules in respect of the procedures relating to the imposition and recovery of fines under this Part. (2) Where the Registrar considers that a person has contravened– (a) these Regulations; or (b) any rules made under these Regulations, the Registrar, by written notice (a “monetary penalty notice”) to the person, may impose a fine in respect of the contravention. (3) A monetary penalty notice is a written notice requiring the person to pay to the Registrar a fine of an amount determined by the Registrar as the Registrar may consider appropriate.

(4) The amount determined by the Registrar must not exceed a level 7 fine (as specified under the Commercial Licensing Regulations 2015 (Fines) Rules 20152020). , or such other amount as the Registration Authority may prescribe from time to time. (5) The fine must be paid to the Registrar within the period specified in the monetary penalty notice. (6) The monetary penalty notice must contain such information as may be prescribed. (7) A person, who receives a monetary penalty notice under this section, may refer the matter to the Court for review of– (a) the grounds for issue issuance of the monetary penalty notice; (b) the amount of the fine specified in the notice. (8) Court Procedure Rules may make provision for any reference to the Court under subsection (7). (9) If, within the period specified in the monetary penalty notice– (a) the person pays the fine specified in the notice to the Registrar– (i) subject to paragraph subsection (ii) below, no proceeding or actions pursuant to this Part may be commenced, whether in the Court or otherwise, by the Registrar against the ADGM Person in respect of the relevant contravention; and (ii) without prejudice to paragraph subsection (i) above, neither the imposition nor payment of a fine shall restrict the Registrar from taking any action against a person or refrain from doing any act or thing in relation to any continuing contravention; or (b) if all or any portion of the fine has not been paid at the end of the period stated in a monetary penalty notice, the obligation of the person to pay the fine is enforceable as a debt payable to the Registrar. The Registrar may apply to the Court for the recovery of the debt. (10) In this section “prescribed” means prescribed by rules made by the Board pursuant to these Regulations. (11) Where a fine is imposed on a person under this section, the Registrar may publish, in such manner and for such period as the Registrar may determine, his name and the amount of the fine, and the publication may contain such information in respect of any person named therein, and such ancillary, incidental and supplementary information, as the Registrar may determine.
2019. Certificates
A certificate that is signed by the Registrar and states that a monetary penalty notice prescribing a fine under section 19 18 was imposed on, a person is– (a) conclusive evidence of the giving of the imposition of the notice to the person; and (b) prima facie evidence of the facts contained in the direction or the notice,

in any proceeding commenced under sections 1918(7) and 1918(9)(b). 19A. Notification of removal of beneficial owner (1) Where the Registrar is notified or becomes aware that a beneficial owner of an ADGM Person is:
(a) the subject of a sanction imposed by any government, any entity that is a representative, constituent part or extension of a sovereign state or a political subdivision thereof, or any entity that is established under international law or the laws of any two or more sovereign states; or (b) involved or has been involved in any proceedings that are law enforcement related or criminal, civil, regulatory, tax or administrative in nature, and the Registrar considers that having such a person as a beneficial owner of an ADGM Person in the ADGM is:
(a) contrary to these Regulations or any other enactment administered by the Registrar; or (b) prejudicial to the interests of the ADGM, the Registrar may inform the ADGM Person by written notice of such fact and recommend that such a person be removed as a beneficial owner of the ADGM Person. (2) The notice referred to in subsection (1) must specify a reasonable period (which may not be less than 10 days) within which the ADGM Person to whom it is given may make representations to the Registrar concerning the status of such beneficial owner. (3) The Registrar may extend the period allowed under the notice for making representations. (4) If, having considered any representations made by the ADGM Person, the Registrar no longer has any objections relating to subsection 19A(1), it must give the ADGM Person a written notice. (5) If, having considered any representations made by the ADGM Person, the Registrar continues to have concerns in relation to subsection 19A(1) and such person has not been removed as a beneficial owner of the ADGM Person, the Registrar may use its powers under the Commercial Licensing Regulations to cancel the licence. (6) Nothing in this section 19A shall restrict the power of the Registrar to strike the ADGM Person off the register.
PART 5
MISCELLANEOUS
2120. Meaning of “beneficial owner”
The meaning of the expression “beneficial owner” and any related expressions for the purposes of these Regulations are prescribed under Schedule 1 (Meaning of Beneficial Owner).
2221. Service of Documents
The provisions of:

(a) the Companies Regulations (Paper Form) Rules 2015; and (b) the Companies Regulations (Electronic Filing) Rules 2015, shall apply to information submitted to the Registrar pursuant to these Regulations. Such section shall apply irrespective of whether the beneficial owner is a company subject to the Companies Regulations.
2322. Exemption orders
The Board may make rules to provide for:
(a) specified ADGM Persons; or
(b) ADGM Persons falling within a specified class, to be exempt from the obligations prescribed in these Regulations.
2423. Fees payable to the Registrar
(1) The Board may make rules requiring the payment to the Registrar of such fees in connection with the Registrar’s administration of these Regulations. (2) Such rules may prescribe different levels of fees for each ADGM Person. (3) Any fee which is owed to the Registrar under any provision made by such rules may be recovered as a debt due to the Registrar. (4) The Registrar may refuse to accept information or documentation delivered to it under the terms of these Regulations which is not accompanied by the payment to the Registrar of the fees due on such application.
2524. Guidance
The Registrar may issue such guidance as he the Registrar thinks necessary for the purposes of these Regulations and other enactments making provision in respect of beneficial ownership and control.
2625. Interpretation
(1) In these Regulations, unless the context otherwise requires:
“Abu Dhabi Global Market” has the meaning set forth in the Interpretation Regulations; “ADGM Founding Law” has the meaning set forth in the Interpretation Regulations; “ADGM Person” has the meaning prescribed to it in section 2726; “Board” has the meaning set forth in the Interpretation Regulations; “beneficial owner” has the meaning prescribed to it in Schedule 1; “commencement” has the meaning set forth in the Interpretation Regulations;

“Commercial Licensing Regulations” means the Commercial Licensing Regulations 2015; “Companies Regulations” means the Companies Regulations 2015; “conduct” includes acts, omissions and statements; “Court” has the meaning set forth in the Interpretation Regulations; “documents” means information recorded in any form (including without limitation, in electronic form) and, in relation to information recorded otherwise than in legible form, references to its production, howsoever expressed, include references to the production of the information in hard copy; and a document is sent or supplied in hard copy form if it is sent or supplied in a paper copy or similar form capable of being read; “enactment” has the meaning set forth in the Interpretation Regulations; “fine” has the meaning prescribed to it in section 1918; “Foundations Regulations” means the Foundations Regulations 2017; “FSRA” has the meaning set forth in the Interpretation Regulations; “Interpretation Regulations” means the Interpretation Regulations 2015 (as amended from time to time); “Investment Trust” has the meaning set forth in the Financial Services and Markets Regulations 2015; “Limited Partnership Act 1907” means the Limited Partnership Act 1907 which is applicable in the ADGM pursuant to the ADGM Application of English Law Regulations 2015; “listed company” means a company listed on a stock exchange recognised by the Registrar and subject to beneficial ownership disclosure requirements deemed appropriate by the Registrar; “LLP Regulations” means the Limited Liability Partnerships Regulations 2015; “minimum retention period” means:
(a) a period of at least six (6) years starting from the date of the dissolution or termination of the ADGM Person in question; or (b) such longer period as the Registrar may direct; “month” has the meaning set forth in the Interpretation Regulations; “nominee director” has the meaning prescribed to it in section 2A(1); “person” includes:
(a) a natural person;
(b) a company;

(c) any other legal person; and
(d) an unincorporated body of persons;
“record of beneficial owners” has the meaning prescribed to it in section 2(5); “record of nominee directors” has the meaning prescribed to it in section 2A; “Register” has the meaning prescribed to it in section 11(2); “Registrar” has the meaning set forth in the Interpretation Regulations; “regulatory legislation” means:
(a) Financial Services and Markets Regulations 2015, and any enactments or rules passed thereunder; (b) Common Reporting Standard Regulations 2017, and any enactments or rules passed thereunder; and (c) any other enactment prescribed for the purposes of these Regulations by the FSRA; “relevant change” has the meaning prescribed to it in section 3; “required particulars” has the meaning prescribed to it in subsection 2(4); “writing” has the meaning set forth in the Interpretation Regulations; and “year” has the meaning set forth in the Interpretation Regulations. (2) Any reference in these Regulations to an enactment is a reference thereto as from time to time amended, re-enacted (with or without modification), extended or applied.
2726. Meaning of “ADGM Person” and associated terms
(1) In these Regulations, an “ADGM Person” means:
(a) a company incorporated under the Companies Regulations; (b) an LLP established incorporated under the LLP Regulations; (c) a limited partnership which has elected to possess legal personality which has been registered under the Limited Partnership Act 1907 in the ADGM; (c)(d) a foundation established under the Foundations Regulations; or (d)(e) a person, other than a natural person, trustee which acts as a trustee of an express trust governed by the law of the Abu Dhabi Global Market. (2) In these Regulations, the “officers” of an ADGM Person means:
(a) in the case of a company, the officer of the company (within the meaning prescribed under section 1028 of the Companies Regulations);

(b) in the case of an LLP, those members (within the meaning prescribed under
section 3 of the LLP Regulations) of the LLP exercising functions under the
members’ agreement equivalent to the functions of the officers of a company; (c) in the case of a limited partnership with legal personality, the general partner, or the officers and directors of the general partner, if the general partner is not a natural person; (c)(d) in the case of a foundation, the founder, councillor or guardian of the foundation (each within the meaning prescribed under section 47 of the Foundations Regulations); and (d)(e) in the case of a trustee that is a not a natural person, any director (or equivalent) of a corporate trustee, or any other person exercising control over the trustee. (3) In these Regulations, the “members” of an ADGM Person means:
(a) in the case of a company, the members of the company (within the meaning prescribed under section 143 of the Companies Regulations); (b) in the case of an LLP, the members of the LLP (within the meaning prescribed under section 3 of the LLP Regulations); and (c) in the case of a limited partnership with legal personality, all partners; and (c)(d) in the case of a foundation, the beneficiaries (if any) of the foundation (within the meaning prescribed under section 31 of the Foundations Regulations).
2827. Short title, extent and commencement
(1) These Regulations may be cited as the Beneficial Ownership and Control Regulations 20182022. (2) These Regulations apply in the jurisdiction of the Abu Dhabi Global Market. (3) These Regulations come into force on the date falling six (6) months from the date of their enactment With the exception of subsection 2(4) and section 2A, these Regulations shall come into force on the date of publication of the Regulations. Subsection 2(4) and section 2A shall come into force on XX 2022.

SCHEDULE 1
MEANING OF BENEFICIAL OWNER

1. Meaning of beneficial owner: company, LLP or partnership
   (1) In these Regulations, “beneficial owner”, in relation to a company or LLP, means:
   (a) any natural person who owns or controls (in each case whether directly or indirectly), including through bearer share holdings or by other means, 25% or more of the shares or voting rights in the company or LLP; (b) if no natural person is identified as the beneficial owner under subparagraph (1)(a) above, any natural person who controls the company or LLP, or (c) if no natural person is identified as the beneficial owner under either subparagraphs (1)(a) or (1)(b) above, any natural person who holds the position of officer of the company or LLP and any natural person who is the beneficial owner of a person holding the position of an officer of the company or LLP. (2) For the purposes of subparagraph (1), a natural person shall have “control” if:
   (a) in relation to a company, such natural person:
   (i) holds, directly or indirectly, 25% or more of the company’s shares; (ii) holds, or may exercise, directly or indirectly, 25% or more of the voting rights in the company; or (iii) holds, or may exercise, the right, directly or indirectly, to appoint or remove a majority of the board of directors of the company; (b) in relation to an LLP, the natural person, holds, or may exercise, directly or indirectly, 25% or more of the voting rights in the conduct and management of the LLP; (3) In these Regulations, “beneficial owner”, in relation to a partnership (other than an LLP), means any natural person who:
   (a) ultimately is entitled to or controls (in each case whether directly or indirectly):
   (i) 25% or more of the share of the capital or profits of the partnership; or (ii) 25% or more of the voting rights in the partnership, or (b) if no natural person is identified as the beneficial owner under subparagraph (3)(a) above, holds the position of officer of the partnership and any natural person who is the beneficial owner of a person holding the position of an officer of the partnership. (4) In any case where a beneficial owner is:
   (a) a listed company; or

(b) a company that it is wholly-owned by the Federal Government of the United Arab Emirates, or by any of the governments of the member Emirates of the United Arab Emirates; or (c) a company created by Emiri decree within the United Arab Emirates, it shall be treated as a natural person for the purposes of these Regulations, and therefore (for the avoidance of doubt) as the beneficial owner of the ADGM Person. (5) For the purposes of subparagraphs (1) and (4)(a), a “listed company” means a company listed on a stock exchange recognised by the Registrar and subject to disclosure requirements which enable its beneficial owners to be identified.
2. Meaning of beneficial owner: trusts
(1) In these Regulations, “beneficial owner” for each trust which is not an Investment Trust for which an ADGM Person acts as who is a trustee, means each of the following but only in respect of the trust governed by the law of the Abu Dhabi Global Market for which the ADGM Person is a trustee:
(a) the settlor of the trust;
(b) any other trustee(s) aside from the ADGM Person; (c) each beneficiary of the trust; (d) any protector or enforcer appointed to the trust; (d)(e) where the persons (or some of the persons) benefiting from the trust have not been determined, the class of persons in whose main interest, in the opinion of the Registrar, the trust has been established or operates; and (e)(f) any other person who, in the reasonable opinion of the Registrar trustee, has control over the trust, unless a the beneficial owner of the trust ADGM Person also is not a natural person satisfies any of the criteria in sub-paragraphs (a) to (c) of paragraph 1.(1), in which case the trustee it must also comply with and provide the information required by subparagraphs (1)(a) to (1)(c) of paragraph 1, or by subparagraph (3) of paragraph 1 or subparagraphs 1(a) to 1(e) of paragraph 3 (as the case may be) in respect of the provisions of these Regulations that apply to each such beneficial owner persons satisfying such criteria. (2) In subparagraph (1)(e)(f) above, “control” means a power (whether exercisable alone, jointly with another person or with the consent of another person) under the trust instrument or by law to:
(a) dispose of, advance, lend, invest, pay or apply trust property; (b) vary or terminate the trust; (c) add or remove a person as a beneficiary or to or from a class of beneficiaries; (d) appoint or remove trustees or give another person control over the trust; and

(e) direct, withhold consent to or veto the exercise of a power mentioned in sub￾paragraphs (2)(a) to (2)(d). (3) Where any of the above roles are fulfilled by a company, LLP or partnership, legal person, a partnership (whether or not a legal person) or a legal arrangement, the ADGM Person shall must identify the natural persons who are the beneficial owners of such company, LLP or partnership, legal person, partnership or legal arrangement, unless the company is a listed company, a company wholly-owned by the Federal Government of the United Arab Emirates, or by any of the governments of the member Emirates of the United Arab Emirates or a company created by Emiri decree within the United Arab Emirates in which case sub paragraphs (4) and (5) of paragraph 1.(1) shall apply.
3. Meaning of beneficial owner: foundations or similar arrangements
(1) In these Regulations, “beneficial owner”, in relation to a foundation or other legal arrangement similar to a trust, means:
(a) the founder;
(b) the foundation council members (except council members that are ADGM registered corporate service providers); (c) the guardian, if any; (d) the beneficiaries (if named) or designee (if no beneficiaries are named) in whose main interest, in the opinion of the Registrar, the foundation or arrangement has been established or operates.; and (e) any natural person who has control over the foundation. (2) Where any of the positions listed in subparagraph (1) are fulfilled by a company, LLP or partnership, the requirements to identify the natural person(s) who are the beneficial owners of such persons shall apply. (3) A person shall have “control” in relation to a foundation if such person:
(a) holds, directly or indirectly, 25% or more of the voting rights in the conduct and management of the foundation; (b) holds the right, directly or indirectly, to appoint or remove a majority of the officials of the foundation; (4)(2) Where any of the above roles are fulfilled by a company, LLP or partnership, legal person, a partnership (whether or not a legal person) or a legal arrangement, the ADGM Person shall must identify the natural persons who are the beneficial owners of such company, LLP or partnership, legal person, partnership or legal arrangement unless the company is a listed company, a company wholly-owned by the Federal Government of the United Arab Emirates, or by any of the governments of the member Emirates of the United Arab Emirates or a company created by Emiri decree within the United Arab Emirates in which case sub paragraphs (4) and (5) of paragraph (1) shall apply.
4. Shares or rights held “indirectly”

(1) A person holds a share or right “indirectly” if the person has a majority stake in a person and that person is part of a chain of persons:
(a) each of which (other than the last) has a majority stake in the person immediately below it in the chain; and (b) the last of which holds the share or right. (2) For these purposes, A has a “majority stake” in B if:
(a) A holds a majority of the shares or voting rights in B; (b) A is a member of B and has the right to appoint or remove a majority of the board of directors of B; (c) A is a member of B and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in B; or (d) A has the right to exercise, or actually exercises, dominant influence or control over B.
5. Joint interests
If two or more persons each hold a share or right in an ADGM Person or other legal entity jointly, each of them is treated as holding that share or right.
6. Joint arrangements
(1) If shares or rights in an ADGM Person or other legal entity held by a person and shares or rights in the same person or other entity held by another person are the subject of a joint arrangement between those persons, each of them is treated as holding the combined shares or rights of both of them. (2) A “joint arrangement” is an arrangement between the holders of shares (or rights) in an ADGM Person or other legal entity that they will exercise all or substantially all the rights conferred by their respective shares (or rights) jointly in a way that is pre￾determined by the arrangement. (3) “arrangement” includes:
(a) any scheme, agreement or understanding, whether or not it is legally enforceable; and (b) any convention, custom or practice of any kind. (4) A natural person, his or her their spouse, his or her their children under the age of 18 and any other person living with him or her them shall automatically be deemed to be operating under a joint arrangement, and must therefore aggregate their respective holdings of any shares or rights for the purposes of these Regulations.
7. Calculating shareholdings
A reference in these Regulations to holding shares in an ADGM Person or other legal entity is to holding a right to share in the capital or, as the case may be, profits of that person or other entity, and a reference to holding “25% or more of the shares” in that

ADGM Person or other legal entity is to holding a right or rights to share in 25% or more of the capital or, as the case may be, profits of that person or other entity.
8. Voting rights
(1) A reference to the voting rights in an ADGM Person or other legal entity is to the rights conferred on its shareholders in respect of their shares (or, in the case of an entity not having a share capital, on its members or officers) to vote at general meetings of the ADGM Person or other entity on all or substantially all matters. (2) In relation to an ADGM Person or other legal entity that does not have general meetings at which matters are decided by the exercise of voting rights:
(a) a reference to exercising voting rights in the ADGM Person or other legal entity is to be read as a reference to exercising rights in relation to a person or entity that are equivalent to those of a person entitled to exercise voting rights in a company; and (b) a reference to exercising 25% or more of the voting rights in the ADGM Person or legal entity is to be read as a reference to exercising the right under the constitution of the ADGM Person or entity to block changes to the overall policy of the entity or to the terms of its constitution. (3) In applying these Regulations, the voting rights in an ADGM Person or other legal entity are to be reduced by any rights held by the person or entity itself.
9. Rights to appoint or remove members of the board
A reference to the right to appoint or remove a majority of the board of directors is to the right to appoint or remove directors holding a majority of the voting rights at meetings of the board on all or substantially all matters.
10. Shares held by nominees
A share held by a person as nominee for another is to be treated for the purposes of these Regulations as held by the other (and not by the nominee).
11. Rights treated as held by person who controls their exercise
(1) Where a person controls a right, the right is to be treated for the purposes of these Regulations as held by that person (and not by the person who in fact holds the right, unless that person also controls it). (2) A person “controls” a right if, by virtue of any arrangement between that person and others, the right is exercisable only:
(a) by that person;
(b) in accordance with that person’s directions or instructions; or (c) with that person’s consent or concurrence.
12. Rights exercisable only in certain circumstances
(1) Rights that are exercisable only in certain circumstances are to be taken into account only:

(a) when the circumstances have arisen, and for so long as they continue to obtain; or (b) when the circumstances are within the control of the person having the rights, but rights that are exercisable by an administrator, administration manager or by creditors while an ADGM Person or other legal entity is in relevant insolvency proceedings are not to be taken into account even while the person or other entity is in those proceedings. (2) For the purposes of subparagraph (1), an ADGM Person or other legal entity is in “relevant insolvency proceedings” if:
(a) a liquidator (provisional or otherwise) has been appointed to act; (b) in the case of a company; (i) an administration order has been made within the meaning of the Insolvency Regulations 2015; or (ii) a delegation to creditors or a committee of creditors has been made; or (c) in the case of an LLP, an administration order has been made within the meaning of the Insolvency Regulations 2015; (d) in the case of a foundation, there has been a bankruptcy, insolvency or liquidation of a beneficiary within the meaning of the Foundations Regulations; (e) in the case of a trust, there has been a revocation of the trust; or (f) it is in proceedings under the insolvency law of another country or territory during which the entity’s assets and affairs are subject to the control or supervision of a third party or creditor. (3) Rights that are normally exercisable but are temporarily incapable of exercise are to continue to be taken into account.
13. Rights attached to shares held by way of security
(1) Rights attached to shares held by way of security provided by a person are to be treated for the purposes of these Regulations as held by that person:
(a) where apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in accordance with that person’s instructions; and (b) where the shares are held in connection with the granting of loans as part of normal business activities and apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in that person’s interests.

14. Interpretation
    (1) For the purposes of this Schedule, expressions have the same meanings as prescribed under section 26 25 of these Regulations. (2) Any reference in these Regulations to an enactment is a reference thereto as from time to time amended, re-enacted (with or without modification), extended or applied.