Abu Dhabi civil and commercial laws (including both the Emirate’s laws and UAE federal laws) do not apply in ADGM. ADGM also has a number of independent (separate from the rest of the system) government bodies such as its own registrar, financial services regulator, and its own judicial system. ADGM is essentially a common law jurisdiction within the civil law system of the UAE.
The use of common law in ADGM can be an undoubted advantage for building various financial (investment) structures as common law provides a high degree of legal certainty.
ADGM has 3 main categories of licences for company’s activity:
A – Financial Activities,
B – Non-Financial Activities, and
C – Retail Activities.
Investment activities fall under Wealth and Asset Management within Financial Activities. Unlike Category B and Category C licences handled by the Registration Authority (RA), Category A licences are issued by the Financial Services Registration Authority (FSRA). The same department also issues permission to conduct investment activity – Financial Services Permission (FSP). In general, the procedure for obtaining an FSP is as follows:
4. Obtaining an FSP after meeting all the requirements specified in the in-principle approval.
However, before submitting an application, it is necessary to decide what type of fund is suitable for the activities of the investment company. All types of funds together are called Collective Investment Fund. The choice of the type of fund directly depends on the future goals and objectives of such structure. Therefore, we recommend consulting your consultant to select the best suited investment structure.
Generally, when the intention is to invest own funds or to attract investors under private subscription, the form to consider is the Exempt Fund. The minimum investment of one investor in such fund is USD 50 000.
If the intention is to attract a wider range of investors, then it is advisable to consider the Qualified Investor Fund. This type of fund will only be accessible to qualified investors with investment of at least USD 500 000.
In addition to the above types of funds, ADGM has investment structures similar to fund structures in “traditional” financial jurisdictions such as Luxembourg. ADGM laws allow the registration of the Umbrella Fund – a fund where the contributions of unitholders and the profits out of which distributions to investors are to be made are pooled separately in a number of sub-funds each constituting a separate part of the fund property.
The setup of any fund requires obtaining relevant approval from the regulator because investment activities are licensable and are under special control of the state.
Any fund structure in most cases is managed by a management company. The licence to manage the fund’s assets – Managing a Collective Investment Fund – is included in Category A (Financial Activities). Permission to conduct such activities is issued by the FSRA, such companies have a 3C classification.
The management company is always responsible to the fund’s unitholders. So, the requirements for management companies (unlike for ordinary companies) are quite stringent:
The formation of a management company also involves application for a special licence (permit) to conduct such activities. It should also be noted that a company with a Managing a Collective Investment Fund licence is required to have special insurance covering the risks of professional activities. The insurance coverage must be proportionate to the nature, size and risk profile of the company’s business.
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Services
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Fees (USD)
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Company registration in ADGM, including[2]:
- company incorporation (name check; collection, preparation and submission of documents for incorporation; selection of a licence; delivery of original corporate documents); - liaising with government authorities regarding all matters of the company; - maintaining the company’s online service portal with the free zone and migration authorities; - monitoring changes in legislation, informing about changes and the need to revise the activities/structure of the company; - compliance check; - postal services (collection/delivery of documents and other correspondence); - company seal. This fee also includes the government fees charged by the free zone for registering a company, issuing a licence for 1 business activity, and a flexi desk office. Other options – upon request. |
from 25 000
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E-channel deposit (refundable, returned in the case of licence revocation)
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1 120
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Drafting of Subscription Agreement (depending on the complexity of the agreement)
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from 3 500
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Obtaining approval from the FSRA (depending on the fund and its operations)
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from 20 000
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Annual renewal of the company, including:
- liaising with government authorities regarding all matters of the company; - maintaining the company’s online service portal with the free zone and migration authorities; - monitoring changes in legislation, informing about changes and the need to revise the activities/structure of the company; - keeping track of the deadlines and making payments for the company renewal and the office lease agreement; - postal services (collection/delivery of documents and other correspondence). This fee also includes the government fees charged by the free zone for renewing the licence. Other options – upon request. |
from 23 000
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Obtaining a residence visa
This is the cost of one visa – investor visa, including: - payment of all government fees (Entry Permit, Medical Fitness Report & Emirates ID, Visa Stamping on the Passport); - preparing, executing and agreeing the necessary documentation with the migration authority; - accompanying the client to a medical clinic for medical examination; - accompanying the client to the Federal Migration Service for fingerprinting and biometrics; - submitting to the migration authority documents for issuing and stamping a visa; - filing an application for and obtaining a residence card; - selecting an insurance company for medical insurance (if required); - transport expenses. |
4 200
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Renewal of a residence visa
This is the cost of one visa – investor visa. Renewal of a residence visa (an investor visa is issued for 2 years) requires taking the same actions and paying the same fees as upon initial application. |
4 200
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Assistance with opening corporate and personal bank accounts, including[3]:
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== services of:
- analysing the company’s structure, its activities / business model / turnover OR, in the case of a personal account, information on the individual’s sources of funds / residence / account balance; - selecting banks individually for you – up to 3 options; - preparing descriptions of banks indicating the criteria by which they were selected; - preparing a description of further steps in the account opening procedure; |
500 (Stage I)
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== services of:
- collecting and analysing the corporate and other documents required to be submitted to the selected bank; - putting together a detailed account opening application, including complete information on the company, its owners and counterparties; - sending the application to one of the banks of your choice; - preparing a detailed description of all further steps in the account opening procedure; - preparing for an interview; - accompanying you to a personal / online meeting with a banker if necessary; - interacting with the bank at ALL stages; |
2 000 (Stage II)
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== payment of the remainder of the full fee – after receiving notification from the bank that the application is under final review by the bank’s compliance team;
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750 (Stage III)
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== an additional success fee is charged if the account is opened faster than the average standard procedure time, which is:
- for corporate accounts – 3 months, - for personal accounts – 1 month. |
+10% to the fee
for the service |
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Compliance fee
Payable in the cases of: · renewal of a company, · liquidation of a company, · transfer out of a company, · issue of a power of attorney to a new attorney, · change of director / shareholder / beneficial owner, except for the change to a nominee director / shareholder, - signing of documents. |
350 (standard rate, includes the check of 1 individual)
+ 150 for each additional individual (director, shareholder, or beneficial owner) or legal entity (director or shareholder) if such legal entity is administered by GSL + 200 for each additional legal entity (director or shareholder) if such legal entity is not administered by GSL 450 (rate for high-risk companies, includes the check of 1 individual) 100 (signing of documents) |
[1] 5% VAT applies.
[2] The cost of the package may vary depending on the number of shareholders, type of licence, and size of office (the office size dictates how many residence visas a company can have).
[3] For more details on how fees for account opening assistance are charged, please contact your GSL consultant.