Non-Exempt SPVs and Foundation in 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). The Framework introduces mandatory requirements for certain ‘non-exempt’ SPVs and foundations to appoint an ADGM-based CSP and strengthens the regulatory obligations for providing company services in ADGM.

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 UAE;
• company whose shares are traded on a regulated market in the UAE;
• company that has substantial assets, turnover and employees in the UAE, and adequate governance policies and procedures.

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

• substantial resources, experience and personnel in the UAE, 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.
• 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.