Setting Up a Foundation at ADGM: Exemptions from Appointing a CSP

Introduction

Abu Dhabi Global Market (ADGM) is an international financial center located in the capital of the United Arab Emirates, offering a robust legal and regulatory framework based on English common law. For those looking to establish a foundation within ADGM, there are provisions to do so without the need to appoint a Company Service Provider (CSP). This guide outlines the exemptions available and the process to set up a foundation independently.

Understanding Exemptions from Appointing a CSP

Legal Framework

As per the Companies Regulations (Amendment No. 1) 2023, certain entities are exempt from the requirement to appoint a CSP. Specifically, under subsection 18(2) of the Foundations Regulations, a foundation can be exempt if it demonstrates to the Registrar substantial resources, experience, and personnel, along with adequate governance policies and procedures.

Criteria for Exemption

1. Substantial Resources, Experience, and Personnel
   • Commercial Licenses: Provide copies of current, valid commercial licenses issued by relevant local regulatory authorities for operational entities in the UAE.
   • Assets: Document the foundation’s physical assets, including buildings, machinery, and factories.
   • Personnel and Turnover: Supply information on the number of personnel employed and the annual turnover of the operating legal entities.
   • Immigration Documentation: Include current ‘establishment card’ (immigration card) copies and the list of UAE residency visas issued for each legal entity.
   • Organizational Structure: Present the organizational structure demonstrating governance and number of full-time employees in each entity.
2. Adequate Governance Policies and Procedures
   • Governance Documentation: Submit detailed policies including Business Ethics Policy, Corporate Governance Policy, Compliance Policy, Bribery and Corruption Policy, Economic Substance Policy, Risk Management Policy, and Anti-Money Laundering Policy.
   • Monitoring and Compliance: Provide evidence of monitoring and compliance with these policies and procedures.

Steps to Apply for Exemption

1. Prepare Documentation:
   • Assemble all required documents listed above, ensuring they are recent (issued within the last three months) and translated into English if necessary.
   • Gather evidence of governance policies and their compliance.
2. Submit Application:
   • Compile the application package with all supporting documents.
   • Submit the application to the ADGM Registrar for assessment.
3. Registrar’s Review:
   • The Registrar will review the application, considering the adequacy of resources, governance policies, and other relevant criteria.
   • Additional information may be requested by the Registrar to complete the assessment.

Contact Information for Further Assistance

For more information or assistance, contact our compliance department at Integrity Corporate Services:

• Email: complaince@integritycorp.ae