Guidance on Continuance into ADGM

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Registration Authority
Checklist – Company Set-up

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1. Important information
   A body corporate which is incorporated outside the Abu Dhabi Global Market may apply for continuance in ADGM if it is authorised by the law of the jurisdiction under which it is incorporated. Additionally, to check the entity’s eligibility, please answer the below questions.
2. Check entity’s eligibility
   No.
   1.
   Do the members of the body corporate applying for continuance in ADGM have unlimited liability in their home jurisdiction? ☐ Yes Pursuant to the provisions set out in
   Section 101(5) of ADGM Companies
   Regulations 2015, an application for continuance under Section 102 of ADGM Companies Regulations (application to Registrar for continuance within the Abu Dhabi Global Market) may not be made by a body corporate whose members have unlimited liability unless such body corporate applies for continuance as an unlimited company ☐ No 2. Is the body corporate applying for continuance within ADGM being wound up or is in liquidation? ☐ Yes Pursuant to sections 100 and 101 of ADGM Companies Regulations 2015, this body corporate does not meet eligibility criteria for continuance. ☐ No 3. Is the body corporate applying for continuance within ADGM insolvent? ☐ Yes Pursuant to sections 100 and 101 of ADGM Companies Regulations 2015, this body corporate does not meet eligibility criteria for continuance. ☐ No 4. Has a receiver, manager or administrator (by whatever name any such person is called) been appointed, whether by a court or in some other manner, in respect of any property of the applicant for continuance within the ADGM? ☐ Yes Pursuant to sections 100 and 101 of ADGM Companies Regulations 2015, this body corporate does not meet eligibility criteria for continuance. ☐ No 5. Has the applicant entered into a compromise or arrangement with a creditor (not being a compromise or arrangement approved by the Registrar) and that compromise or arrangement is in force? ☐ Yes Pursuant to sections 100 and 101 of ADGM Companies Regulations 2015, this body corporate does not meet eligibility criteria for continuance. ☐ No 6. Is there an application pending before a court for the winding up or liquidation of the applicant, or to have it declared insolvent, or for the appointment of such ☐ Yes Pursuant to sections 100 and 101 of ADGM Companies Regulations 2015, this body corporate does not meet eligibility criteria for continuance. ☐ No

Confidential a receiver, manager or administrator or for the approval of such a compromise or arrangement? If answers to all the above questions are No, the entity can submit application to Registrar for continuance within the Abu Dhabi Global Market.
3. Continuance a Private Company Limited by Shares into ADGM
No. Requirement Status
General Details
1.
Company Name – Sensitive Name
Approval to use sensitive name issued by the relevant authority. (if applicable) ☐ 2. Company Name – Similar name Approval to use similar name registered in other jurisdiction issued by the relevant authority. In case of a branch this can be a copy of the Parent company’s License. (if applicable) ☐ 3. Trade Name A copy of evidence showing the right to use the proposed trade name. (e.g. trademark registration, franchise agreement, etc) ☐ 4. Trade Name A copy of approval to use sensitive words or expressions. (if applicable) ☐ 5. Trade Name A copy of approval to use the propose trade name that is very similar to another trade name registered in ADGM or other jurisdiction (if applicable) ☐ 6. A copy of Special resolution of shareholders approving and authorizing (a) Application for continuation in ADGM; and (b) Stating that the Articles of continuation have been duly adopted by the Company. ☐ 7. A copy of resolution of the Board of Directors or Shareholders (or other applicable management or executive board):
(a) Approving the incorporation of the company in Abu Dhabi Global Market; (b) Appointing the person authorized to sign documents on behalf of the body corporate in relation to the incorporation of the new Company; (c) Appointing the person authorized to sign documents in all matters following incorporation of the new Company. (d) Appointment of director(s) (e) Appointment of secretary(ies), if any (f) Adoption of the Articles of Association

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This document will also serve as the evidence of appointment of Authorised Signatories, directors or secretary.
8. Provide details of the company in original jurisdiction ☐
9.
A copy of Certificate of Incorporation or Registration, or a document of similar effect, certified by the relevant authority in the jurisdiction in which it is incorporated or registered (issued no more than three months). This is the existing certificate in the home jurisdiction from which an entity is continuing into ADGM. ☐
10. A copy Certificate of Good Standing or document of similar effect ☐
11. A copy of evidence of authorization (such as legal opinion), satisfactory to the Registrar,
that the company is authorized by the laws of its jurisdiction to make this application. ☐ 12. A copy of evidence of consents in original jurisdiction, satisfactory to the Registrar, confirming that if a certificate of continuance is issued under ADGM Companies Regulations pursuant to the application, the company will thereupon cease to be incorporated under the other jurisdiction, the interests of the members and the creditors of the company will not be unfairly prejudiced and that the company is not prevented by
section 103 of Companies Regulations in making application for continuation.
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13.
A copy of directors’ Certificate of Solvency, stating that the company is solvent, that there is no reasonable prospect of the company becoming insolvent at the time of the application, and there are no applications made to any court (a) to put the company into liquidation, (b) to wind up the company, (c) to have the company declared insolvent or (d) for the appointment of a receiver in relation to any property of the company. ☐ 14. Articles of Association or other constitutional document of similar effect and any amendments, certified by the relevant authority in the jurisdiction in which it is incorporated or registered (issued no more than three months). This is the existing articles of association of the existing entity in the foreign jurisdiction from which the entity is continuing into ADGM. ☐ 15. Articles of Association A copy of articles of association. This is the new articles of association of the company. Company may choose to adopt a model articles, amended model articles or bespoke articles of association. ☐ Addresses 16. Lease Agreement Copy of the lease agreement for the office space in ADGM or memorandum of lease or any other document evidencing that the office space is reserved by way of lease reservation letter. ☐ Authorised Signatory Individual
17. Copy of passport (including the Unified Number for UAE nationals) ☐
18. Copy of UAE Visa or Entry stamp in the UAE ☐
19. Copy of Emirates ID (mandatory for UAE nationals) ☐

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20.
Evidence of Appointment
A document evidencing the appointment of Authorised signatory. This may be in the form of resolution (refer to item 1 above) ☐ Director Individual
21. Copy of passport ☐
Corporate
22.
A copy of Certificate of Incorporation or Registration, or a document of similar effect, certified by the relevant authority in the jurisdiction in which it is incorporated or registered or by its director or company secretary (issued no more than three months) ☐ 23. Evidence of Appointment (applicable for both individual & Corporate) A document evidencing the appointment of director. This may be in the form of resolution (refer to item 1 above) ☐ Secretary Individual
24. Copy of passport ☐
Corporate
25.
A copy of Certificate of Incorporation or Registration, or a document of similar effect, certified by the relevant authority in the jurisdiction in which it is incorporated or registered or by its director or company secretary (issued no more than three months). ☐ 26. Evidence of Appointment (Applicable for both individual & Corporate) A document evidencing the appointment of secretary. This may be in the form of resolution (refer to item 1 above) ☐ Shareholder Individual
27. Copy of passport ☐
Corporate
28.
A copy of Certificate of Incorporation or Registration, or a document of similar effect, certified by the relevant authority in the jurisdiction in which it is incorporated or registered or by its director or company secretary (issued no more than three months). ☐ 29. Resolution Authorising incorporation of ADGM entity (Applicable for both individual & Body Corporate) A copy of resolution signed by shareholder approving the incorporation of ADGM entity. (refer to item 1 above) ☐ Anti-Money Laundering (AML) – applicable if proposed entity is subject to AML Money Laundering Reporting Officer (MLRO)

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Anti-Money Laundering Manual and Money Laundering Reporting Officer (MLRO)

• Applicable only if the company will conduct any of the following activities:
• Real estate developer or agency transacting in the buying/selling of
  real property
• Dealer in precious metals or precious stones
• Dealer in any saleable item of a price greater than or equal to
  US$15,000
• Law Firm
• Notary Firm
• Other Independent Legal business
• Accounting Firm
• Audit or insolvency Firm
• Company Service Provider
• Must appoint one MLRO
• MLRO must hold a valid UAE residence visa
  MLRO
• Personal Details
• Role, Experience and Qualifications details (must be related to AML
  function)
• Service Address and contact details
• Passport copy
• UAE residence visa copy
• CV
• Proof of Qualifications/Certifications
  AML Manual
• Refer ADGM AML and Sanction Rules and Guidance
  Refer Guidance – AML Manual
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30. Copy of passport
31. Copy of Curriculum Vitae
32. Provide details of Data Protection ☐
    Details of Ultimate Beneficial Owners – this is to identify the ultimate beneficial owners of holding more than 10% of the parent company. 33. Corporate Structure A chart showing the corporate structure of the entity – up to the individual who ultimately owns the company. ☐
33. Individual ☐

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Copy of passport of individual(s) who ultimately own(s) or effectively control(s) the company. 35. Corporate Register of member/shareholders or document evidencing the current shareholders of the company (issued no more than three months) ☐ Fee 36 For the updated fees, please refer to the schedule of fees published on ADGM website, accessible here: Schedule of Fees ☐