Company Service Provider For ADGM

Non-Exempt SPVs and Foundations in ADGM must have ADGM-based Company Service Provider with effect from July 12, 2021

Abu Dhabi Global Market (ADGM) introduced a framework to regulate Company Service Providers (CSP Framework) which came into force on April 12, 2021 (with a transition period of 3 months and is effective from July 12, 2021). The CSP Framework is designed to address the challenges and risks associated with the success and increasing demand for ADGM’s special purpose vehicles (SPVs) and foundations structures, particularly where these entities do not have a direct connection to the UAE or to ADGM. The Framework introduces mandatory requirements for certain ‘non-exempt’ SPVs and foundations to appoint an ADGM-based CSP and, where appropriate, strengthens the regulatory obligations for providing company services in ADGM.

SPVs and Foundations must at all times have a Company Service Provider pursuant to Sec 296A of Companies Regulations 2020 (as amended) or Section 18 of Foundation Regulation 2017 (as amended), unless they are exempt.

SPVs which is a subsidiary undertaking of following are exempt from appointment of CSPs:

• entity that has been established by law or decree issued by His Highness, the Ruler of the Emirate of Abu Dhabi or any Federal Law;

• financial firm holding any Financial Services Permit issued by ADGM FSRA currently operating in ADGM;

• persons licensed or regulated by the Central Bank of the United Arab Emirates;

• company whose shares are traded on a regulated market in the United Arab Emirates, including in Abu Dhabi Global Market;

• company that has substantial assets, turnover and employees in the United Arab Emirates, and adequate governance policies and procedures.

Foundations that has demonstrated the following requirements to the satisfaction of the ADGM Registrar are exempt appointment of CSPs:

• substantial resources, experience and personnel in the United Arab Emirates, and

• adequate governance policies and procedures, in each case as may be specified by rules made by the Board or guidance issued by the Registrar.

Responsibilities of Non-exempt SPVs / Foundations:

• must have CSP at all time except in case of existing company to appoint within next commercial license renewal date or within12 months from effective date whichever is earlier.

• must give a notice to registrar within 14 days from appointment or cessation of CSP.

• must make available to its CSP such documents and information as is required to enable the CSP to comply with its obligations under the framework.

• must have CSPs to act as registered office provider.

Crowe Mak LLP being an approved Company Service Provider in the Abu Dhabi Global Market and with our vast experience in ADGM laws and regulations, can assist entities in ADGM with our CSP and compliance services.

Contact our team for further support at [email protected].