• Commercial Licensing Regulations Rules

    • Commercial Licensing Regulations (Controlled Activities) Rules 2021

      Date of Adoption: 25 August 2021

      The Board of Directors of the Abu Dhabi Global Market, in implementation of the provisions of section 2(1) of the Commercial Licensing Regulations 2015, hereby makes the following rules:-

      • 2. Controlled activities

        (1) For the purposes of the Regulations, any activity specified in Rules 3, 4, 5, 6, 7 and 8 is, subject to Rules 9, and 10, a controlled activity.
        (2) Controlled activities specified in these Rules may be subdivided into "business activities" based on such classifications and sub-classifications as the Registrar may publish from time to time to supplement the operation of these Rules.

      • 3. Financial services

        Any of the activities specified in paragraphs 1 to 4 inclusive, 6 to 11 inclusive and 13 to 17 of Article 14 of the ADGM Founding Law is a controlled activity if it is carried on by way of business.

      • 4. Legal services

        (1) Providing legal services is a controlled activity if it is carried on by way of business.
        (2) "Providing legal services" means the application of legal principles or judgement with regard to the circumstances of another person, including but not limited to –
        (a) giving legal advice or counsel to such a person as to his legal rights or the legal rights or responsibilities of others, whether or not under the law of the Abu Dhabi Global Market,
        (b) drafting or completion of legal documents or agreements which affect such a person’s legal rights,
        (c) representation of such a person in court proceedings or in an administrative adjudicative procedure in which legal pleadings are filed or a record is established as the basis for judicial review, or
        (d) negotiation of legal rights or responsibilities on behalf of such a person, including participation in employment negotiations, arbitrations or conciliations, but excluding acting as a lay representative authorised by an administrative agency or tribunal, serving as a judge, mediator, arbitrator, conciliator or facilitator.

      • 5. Accountancy services

        (1) Providing accountancy services is a controlled activity if it is carried on by way of business.
        (2) "Providing accountancy services" means the application of accounting principles or judgement with regard to the circumstances of another person, including but not limited to advising such a person on matters relating to accounting procedure and the recording, presentation or certification of financial information or data, including financial information or data required by any law for the time being in force in the Abu Dhabi Global Market.

      • 5A. Audit services

        (1) Providing audit services is a controlled activity if it is carried on by way of business.
        (2) "Providing audit services" means the application of accounting principles or judgement with regard to the circumstances of another person, including but not limited to the following –
        (a) performing audit, examination, verification, investigation, certification, presentation or review of financial transactions and accounting records for such a person;
        (b) preparing or certifying reports on audits or examinations of books or records of account, balance sheets, and other financial, accounting and related documents for such a person.

      • 6. Insolvency practitioner services

        (1) Providing insolvency practitioner services is a controlled activity if it is carried on by way of business.
        (2) "Providing insolvency practitioner services" means being appointed as or serving as in relation to a body corporate –
        (a) a receiver,
        (b) an administrative receiver,
        (c) an administrator,
        (d) an administrator of a Deed of Company Arrangement,
        (e) a liquidator, or
        (f) a provisional liquidator,
        in each case under the Insolvency Regulations 2015.

      • 7. Company services

        (1) Providing company services is a controlled activity if it is carried on by way of business.
        (2) "Providing company services" means providing any one or more of the following services–
        (a) acting as an incorporation agent in connection with the incorporation or registration of bodies corporate in the Abu Dhabi Global Market,
        (b) providing company services to any body corporate incorporated or registered under the Companies Regulations 2020 or the Foundations Regulations 2017,
        (c) acting as a Registered Office Provider,
        (d) providing directors, company secretaries, councillors, registered agent, or other officers to any body corporate incorporated or registered, or to be incorporated or registered, in the Abu Dhabi Global Market, or
        (e) providing nominee shareholders of companies to any body corporate incorporated or registered in the Abu Dhabi Global Market,
        subject to paragraph (4) below.
        (3) "Registered Office Provider" means the business activity of providing registered office services to any body corporate incorporated or registered, or to be incorporated or registered, in the Abu Dhabi Global Market.
        (4) Persons who–
        (a) conduct the business activity of acting as a Registered Office Provider, or
        (b) advise on the incorporation and registration of, or provide nominee services to, bodies corporate within Abu Dhabi Global Market as an incidental part of conducting the business activities of financial services advisory activities, management consultancy, compliance consultancy, legal consultancy or accountancy,
        without providing any other company service set out in paragraph (2) above are not providing company services within the meaning of these Rules.

      • 8. Other economic activities

        Any economic activity, other than the activities specified in Rules 3, 4, 5, 6 and 7 is a controlled activity, if it is carried on by way of business.

      • 9. General exclusions

        (1) An individual does not carry on a controlled activity if he carries on an activity solely as an employee who is employed or appointed under a contract of service.
        (2) A person does not carry on a controlled activity to the extent that he exercises a power or performs a duty or function –
        (a) of a public nature,
        (b) on behalf of a public authority, or
        (c) in connection with public administration, law enforcement, government or regulation.

      • 10. Exclusion for cross-border service providers

        A person who carries on an activity falling within Rules 3, 4, 5, 6, 7 or 8 does not carry on a controlled activity in or from the Abu Dhabi Global Market if –
        (a) he does not carry on the activity from a permanent establishment maintained by him in the Abu Dhabi Global Market, and
        (b) he carries on the activity at the invitation of a person ordinarily resident, or with a permanent establishment, in the Abu Dhabi Global Market.

      • 11. Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2021

        The Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2021 (adopted on 17 March 2021) are repealed.

    • Commercial Licensing Regulations 2015 (Client Money) Rules 2021

      Rules regulating the safeguarding of money and other assets belonging to clients

      Date of Adoption: 17 March 2021

      The Board of Directors of the Abu Dhabi Global Market, in implementation of the provisions of section 22 of the Commercial Licensing Regulations 2015, hereby makes the following rules–

      • 1. Citation, commencement and interpretation

        (1) These Rules may be cited as the Commercial Licensing Regulations 2015 (Client Money) Rules 2021.
        (2) In these Rules and any guidance issued by the Registrar pursuant to these Rules–
        "Client" means each person who has entered into or intends to enter into an agreement with a Licensed Firm for the provision of services by the Licensed Firm,
        "Client Account" has the meaning given in Rule 6(1),
        "Client Money" has the meaning given in Rule 4,
        "Firm-Related Distribution Event" means, in respect of a Licensed Firm, any one or more of the following–
        (a) the appointment of a liquidator, receiver or administrator or of a trustee in bankruptcy,
        (b) an event in any jurisdiction equivalent to an appointment mentioned in paragraph (a),
        (c) the withdrawal or cancellation by the Registrar of the Licensed Firms' licence, or
        (d) the imposition or variation of a condition, restriction or requirement on the Licensed Firms' licence so that it is no longer permitted to hold Client Money,
        "Licensed Firm" means a Licensed Person who is obliged to comply with these Rules,
        "money" includes any right, instruction or direction to pay or be paid money or money's worth; and
        "Regulations" means the Commercial Licensing Regulations 2015.
        (3) Terms used in these Rules which are defined in the Regulations shall have the meaning given to them in the Regulations.
        (4) These Rules come into force on 12 April 2021.

      • 2. Application

        These Rules shall apply to–
        (a) persons who are required to comply with these rules by the Commercial Licensing Regulations 2015 (Conditions of Licence and Branch Registration) Rules 2021, and
        (b) any other person whose conditions of licence require it to hold Client Money solely in accordance with these Rules.

      • 3. General Requirements

        A Licensed Firm must–
        (a) comply with these Rules, and
        (b) have in place the necessary policies, systems and controls, appropriate to the nature and scale of its operations, to prevent the inappropriate use of Client Money.

      • 4. Client Money

        (1) For the purposes of these Rules, all money held by a Licensed Firm on behalf of a Client in the course of, or in connection with, the carrying on of any Controlled Activity in or from the Abu Dhabi Global Market is "Client Money" except where such money is immediately due and payable by the Client to the Licensed Firm for the Licensed Firm’s own account.
        (2) A Licensed Firm, in holding Client Money, must hold it on trust for its respective Clients.
        (3) For the purpose of Rule 4(1), money which is immediately due and payable to a Licensed Firm for the Licensed Firm’s own account includes money which is paid to the Licensed Firm (including by being deducted from Client Money held by the Licensed Firm) in settlement of fees, including–
        (a) fees for services provided to a Client,
        (b) expenses of the Licensed Firm incurred on behalf of the Client and payable by the Licensed Firm, and
        (c) other charges that are due and payable to the Licensed Firm.
        (4) Client Money is "held" by a Licensed Firm if it is–
        (a) directly held by the Licensed Firm,
        (b) held in an account in the name of the Licensed Firm, or
        (c) held by a person, or in an account in the name of a person, controlled by the Licensed Firm.

      • 5. Holding Client Money in a Client Account

        (1) A Licensed Firm must ensure that Client Money is held–
        (a) in a Client Account,
        (b) separately from its own money (subject to Rule 9), and
        (c) separately from another Client’s money (subject to Rule 7),
        having regard to any guidance issued by the Registrar.
        (2) The title of the Client Account shall sufficiently distinguish the account from any other account containing money that belongs to the Licensed Firm.

      • 6. Operation of a Client Account

        (1) A "Client Account" in relation to Client Money is an account that –
        (a) is held with a bank authorised to accept deposits,
        (b) is established to hold Client Money, and
        (c) includes words "Client Account", or words to similar effect, in its title,
        having regard to any guidance issued by the Registrar.
        (2) A Licensed Firm must maintain a master list of all Client Accounts. The master list must detail in respect of each Client Account–
        (a) the name of the account,
        (b) the account number,
        (c) the location of the account,
        (d) the banker or custodian, its address and contact information,
        (e) the account terms and conditions,
        (f) whether the account is currently open or closed, and
        (g) the date of opening or closure.
        (3) The details of the master list must be documented and maintained for at least six years following the closure of an account in accordance with the record keeping requirements set out in Rule 16.

      • 7. Pooled Accounts

        (1) A single Client Account may be used to pool Client Money of more than one Client for one of the following reasons–
        (a) operational efficacy, or
        (b) due to an exceptional circumstance where the Licensed Firm is unable to segregate the money of one Client from that of other Clients.
        (2) For the purposes of Rule 7(1)(b) the Licensed Firm must inform the Registrar of the circumstances preventing the money from being segregated.
        (3) When a pooled Client Account is used to hold Client Money, the Licensed Firm must ensure that this is clearly and specifically agreed with the Client in writing.
        (4) The Licensed Firm must be able to promptly identify the individual balance due to each Client from a pooled Client Account.

      • 8. Payment of Client Money into Client Accounts

        (1) Where a Licensed Firm receives Client Money it must ensure, subject to paragraph (5) below, that the Client Money is paid into a Client Account as soon as possible and in any event a Licensed Firm must, within five (5) business days of receipt, instruct its bank to effect that transfer.
        (2) If the Client Money is received by a Licensed Firm in the form of an automated transfer, it must take reasonable steps to ensure that–
        (a) the money is received directly into a Client Account, and
        (b) if money is received directly into the Licensed Firm's own account, the money is transferred into a Client Account without delay and in any event a Licensed Firm must, within one (1) business day of receipt, instruct its bank to effect the transfer.
        (3) If a Licensed Firm receives a mixed remittance (part Client Money and part other money), it must–
        (a) pay the full sum into a Client Account in accordance with Rule 8(2), and
        (b) transfer out that part of the payment which is not Client Money as soon as practicable and in any event a Licensed Firm must, within five (5) business days of the day on which it would normally expect the remittance to be cleared, instruct its bank to effect the transfer.
        (4) A Licensed Firm may only pay, or permit to be paid, Client Money into a Client Account where it has undertaken a prior assessment of the suitability of the relevant bank and concluded on reasonable grounds that the bank is suitable to hold that Client Money in a Client Account.
        (5) The requirement for a Licensed Firm to pay Client Money into a Client Account does not apply with respect to Client Money–
        (a) received in the form of cheque, or other payable order, until the Licensed Firm is in receipt of the proceeds of that cheque, or
        (b) temporarily held, for a maximum period of 30 days from the date of receipt or, if received in the form of a cheque, from the date of receipt of the proceeds of that cheque, by a Licensed Firm before forwarding to a person or entity nominated by the Client.
        (6) A Licensed Firm must have procedures for identifying Client Money received by it.

      • 9. Segregation of Client Money

        (1) Subject to Rule 9(2), a Licensed Firm must not deposit its own money into a Client Account.
        (2) A Licensed Firm may hold money other than Client Money in a Client Account if it is–
        (a) a minimum sum required to open the account or to keep it open,
        (b) money that is temporarily in the account in accordance with Rule 8(3) (a mixed remittance), or
        (c) interest credited to the account that exceeds the amount payable to Clients as interest, which excess must be transferred from the Client Bank Account within ten (10) business days of the interest having been so credited.
        (3) A Licensed Firm must maintain systems and controls for identifying money that is not permitted to be in a Client Account and for transferring any such money that is in a Client Account out of that account without delay.

      • 10. Withdrawal of Client Money from Client Accounts

        (1) A Licensed Firm must have procedures in place for ensuring that all withdrawals from a Client Account are–
        (a) subject to the appropriate level of authorisation and, at a minimum, dual authorisation, and
        (b) in accordance with any constitutional documents.
        (2) Client Money must remain in the Client Account until it is–
        (a) due and payable to the Licensed Firm,
        (b) paid to the Client on whose behalf the Client Money is held,
        (c) paid in accordance with a Client instruction on whose behalf the Client Money is held,
        (d) required to meet the payment obligations of the Client on whose behalf the Client Money is held, or
        (e) paid out in circumstances that are otherwise authorised by the Client.
        (3) A Licensed Firm must not withdraw Client Money to pay for outstanding fees unless authorised by the Client on whose behalf the Client Money is held.
        (4) Subject to paragraph (2), a Licensed Firm must not use Client Money belonging to one Client to satisfy an obligation of another Client.

      • 11. Disclosure

        A Licensed Firm must, where relevant, inform any person with whom it proposes to enter into a contract or agreement in respect of the provision of controlled activities of the terms upon which Client Money is held.

      • 12. Client Reporting

        (1) A Licensed Firm must send a statement to the Client quarterly or at such other intervals as are agreed in writing with the Client, in accordance with the requirements set out in guidance that may be issued by the Registrar from time to time.
        (2) The statement must include–
        (a) the Client's total Client Money balances held by the Licensed Firm reported in the currency in which the Client Money is held,
        (b) the amount, date, value and description of each credit and debit paid into and out of the account since the previous statement,
        (c) any interest earned and charged on the Client Money since the previous statement, and
        (d) any other information that may be specified in the guidance issued by the Registrar pursuant to these Rules.
        (3) The statement sent to the Client must be prepared within one (1) calendar month of the statement date.

      • 13. Provision of information

        Where these Rules requires information to be sent to a Client, a Licensed Firm must provide that information directly to the Client and not to another person, unless–
        (a) the Licensed Firm has been instructed by the Client in writing to provide the relevant information to another person, and
        (b) such other person is not connected with the Licensed Firm.

      • 14. Reconciliation

        (1) A Licensed Firm must ensure that a reconciliation is carried out between its records of Client Money and records or statements from a bank in which that Client Money is kept.
        (2) A Licensed Firm shall determine the appropriate frequency of reconciliation and perform the reconciliation promptly.
        (3) A Licensed Firm must maintain accurate and up to date records in relation to Client Money which enable it to promptly identify the balance due to each Client and which are in a form that allows timely reconciliation.
        (4) When a discrepancy is identified, during reconciliation, a Licensed Firm must investigate the reason for the discrepancy and take all reasonable steps to resolve it without delay.
        (5) "Discrepancy" in paragraph (4) above refers to the situation where records of Client Money kept by the Licensed Firm, do not match the statement received from the bank in which the Client Money is held.

      • 15. Annual Review of Controls

        A Licensed Firm that holds Client Money must implement an annual independent review of the controls over Client Money that were in place over the period from 1 January to 31 December of the preceding year. The review must–
        (a) verify the effectiveness of the controls with particular regard to the prevention of –
        (i) loss,
        (ii) misuse, and
        (iii) misappropriation of Client Money,
        (b) be performed by an appropriate, independent person who may be an internal or external party, and
        (c) be delivered to the Registrar by the end of April of each year, for the period covering the preceding year.

      • 16. Record Keeping

        (1) A Licensed Firm must maintain records that enable it to–
        (a) demonstrate to the Registrar its compliance with the requirements set out in these Rules,
        (b) demonstrate and explain all entries of Client Money held or controlled in accordance with these Rules; and
        (c) ensure that all relevant records are capable of being checked or audited to demonstrate compliance with any applicable requirements.
        (2) Except as otherwise stated, all records maintained by a Licensed Firm pursuant to these Rules must be kept for at least six (6) years.

      • 17. Client Money Distribution

        Following the occurrence of a Firm-Related Distribution Event in relation to a Licensed Firm, that Licensed Firm must distribute money from the Client Account in the following order of priorities (subject to the deduction of any fees payable to the insolvency practitioner or other similar official that has responsibility for distributing such Client Money)–
        (a) first, all Client Money shall be pooled and distributed among the Licensed Firm's Clients on a proportionate basis in accordance with the value of their respective valid claims against the Licensed Firm in respect of money owed to them by the Licensed Firm that is Client Money,
        (b) secondly, upon satisfaction of all claims in (a) above–
        (i) if a liquidator, receiver, administrator, or trustee in bankruptcy has been appointed over the Licensed Firm, the surplus (if any) shall be distributed in accordance with the Insolvency Regulations 2015, or
        (ii) in all other cases, the Licensed Firm shall give prior written notice to the Registrar of the manner in which it proposes to distribute any surplus and the Licensed Firm may distribute the surplus in such manner unless the Registrar objects in writing within thirty (30) days of such notice.

      • 18. Registrar’s Powers

        The Registrar may publish, from time to time, guidance to supplement the provisions of these Rules.

    • Commercial Licensing Regulations 2015 (Conditions of Licence and Branch Registration) Rules 2021

      Date of Adoption: 17 March 2021

      The Board of Directors of the Abu Dhabi Global Market, in implementation of section 10(1) and 16(4) of the Commercial Licensing Regulations 2015, hereby makes the following rules:-

      • 1. Citation, commencement and interpretation

        (1) These Rules may be cited as the Commercial Licensing Regulations 2015 (Conditions of Licence and Branch Registration) Rules 2021.
        (2) In these Rules—
        "accountancy services" means the controlled activity specified in Rule 5 of the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2021,
        "applicant" means an applicant for a licence,
        "approved accountancy regulatory body" means a body designated as such by the Registrar,
        "approved healthcare regulatory body" means a body designated as such by the Registrar,
        "approved insolvency practitioner regulatory body" means a body designated as such by the Registrar,
        "approved legal regulatory body" means a body designated as such by the Registrar,
        "authorised signatory" means an individual authorised to represent the license holder as a permanent representative in the Abu Dhabi Global Market,
        "body corporate" has the meaning given in the Regulations,
        "branch" means each location in the Abu Dhabi Global Market, not being (in the case of an applicant incorporated under the laws of the Abu Dhabi Global Market) the applicant’s registered office, from which the applicant proposes to carry on the controlled activity or controlled activities to which an application for a licence relates,
        "business activity" has the meaning given to that expression in Rule 2(d),
        "company services" means the controlled activity specified in Rule 7 of the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2021,
        "connected person" has the meaning given to that expression in Part 1 of the Schedule to the Regulations,
        "jurisdiction of incorporation" means, in respect of any non-ADGM body corporate, the jurisdiction in which such body corporate is incorporated (including upon being continued into such jurisdiction),
        "insolvency practitioner services" means the controlled activity specified in Rule 6 of the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2021,
        "legal services" means the controlled activity specified in Rule 4 of the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2021,
        "licence holder" a person to whom a licence has been issued by the Registrar,
        "non-ADGM body corporate" means a body corporate that is not incorporated (including upon continuation under the Companies Regulations 2015) under the laws of the Abu Dhabi Global Market,
        "other economic activities" means the controlled activity specified in Rule 8 of the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2021,
        "Regulations" means the Commercial Licensing Regulations 2015, and
        "UAE Economic Substance Regime" means the federal economic substance regime comprising Cabinet Resolution No. (57) of 2020 Concerning Economic Substance Requirements and Ministerial Decision No. 100 of 2020 on the Issuance of Directives for the Implementation of the Provisions of the Cabinet Resolution No. (57) of 2020, issued pursuant to Article 20 of Cabinet Resolution No. (57) of 2020, as amended or re-enacted from time to time, and any other rule or regulations of the United Arab Emirates made pursuant to the foregoing.
        (3) Terms used in these Rules which are defined in the Regulations shall have the meanings given to them in the Regulations.
        (4) These Rules come into force on 12 April 2021.

      • 2. Applications for licence (all applicants)

        An applicant for a licence must apply to the Registrar on the form prescribed by the Registrar from time to time and provide the following information—
        (a) full legal name of the applicant,
        (b) the applicant’s legal form, including its jurisdiction of incorporation and the legislation under which it is formed and registered,
        (c) the controlled activity or controlled activities which the applicant proposes to carry on in or from the Abu Dhabi Global Market,
        (d) the specific business activity or business activities by reference to the classification adopted by the Registrar, in accordance with Rule 2 of the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2021,
        (e) the address or addresses in the Abu Dhabi Global Market from which the applicant proposes to carry on the controlled activity, being:-
        i. in the case of an applicant incorporated under the laws of the Abu Dhabi Global Market, the applicant’s registered office, one or more branches located in the Abu Dhabi Global Market or both, or
        ii. in other cases, one or more branches located in the Abu Dhabi Global Market,
        (f) the name and address in the Abu Dhabi Global Market of every individual authorised to accept service of documents on behalf of the applicant’s branch,
        (g) a list of every individual who is to be appointed an authorised signatory of the applicant containing the following particulars with respect to each such individual—
        i. name,
        ii. any former name,
        iii. service address, which must be an address with the Abu Dhabi Global Market,
        iv. extent of the authority of any person falling within this paragraph ( g), including whether that person is authorised to act severally or jointly, and
        v. if an individual falling within this paragraph (g) is not authorised to act severally, the name of any individual with whom they are authorised to act, and
        (h) such other information as the Registrar may require for the purpose of deciding whether to grant a licence.

      • 3. Applications for licence (additional information for branch registration)

        (1) In addition to the information set out in Rule 2 a non-ADGM body corporate applying for a licence and to register a branch must provide to the Registrar the following information on the form prescribed by the Registrar from time to time—
        (a) if the applicant is registered in its jurisdiction of incorporation, the number under which it is registered,
        (b) a list of the applicant’s directors and partners, as applicable, and the information required by paragraph (3),
        (c) the applicant’s corporate objects or any other limitation on its legal capacity, if any,
        (d) in respect of the branch, the extent of the powers of the directors, officers and partners to represent the applicant in dealings with third parties and in legal proceedings, together with a statement as to whether they may act severally or must act jointly and, if jointly, the name of any other person concerned,
        (e) the full names and addresses of any shareholders of the applicant, including evidence acceptable to the Registrar, except if the applicant is a listed entity, and
        (f) a statement of the financial reporting obligations to which the applicant is subject under the laws of the applicant’s jurisdiction of incorporation, including the period for which the non-ADGM body corporate is required by law to prepare accounts and reports, the period allowed for their preparation and whether such accounts and reports are required by law to be publicly available free of charge.
        (2) An applicant for a licence that is a non-ADGM body corporate must also provide the following documents to the Registrar—
        (a) either—
        i. if the applicant is registered in its jurisdiction of incorporation and the registry in which the applicant is so registered issues certificates of good standing to registered bodies corporate that are in good standing, a certificate of good standing in respect of the applicant issued by such registry and dated no more than three months prior to the date on which the application for a licence is made, or
        ii. in other cases, such evidence as the Registrar may require that the applicant is in good standing in its jurisdiction of incorporation,
        (b) a certified copy of the applicant’s certificate of incorporation and any certificate amending the applicant’s certificate of incorporation,
        (c) a certified copy of the applicant’s constitutional documents, and
        (d) a certified copy (acceptable to the Registrar) of the applicant’s most recent accounts and reports, including a balance sheet, profit and loss account and (if the applicant is required by applicable law to have an auditor audit its accounts and reports) the auditor’s statement thereon, or
        (e) if the applicant is not required by applicable law to prepare financial statements and reports thereon (including an auditor’s report) such other evidence of financial credit worthiness as the Registrar may require,
        together with, if any of the above documents are wholly or partly written in a language other than English, translations into English certified by a translator acceptable to the Registrar.
        (3) The particulars referred to in paragraph (1)(b) are—
        (a) in the case of an individual—
        i. name,
        ii. any former name,
        iii. a service address,
        iv. usual residential address (should the registrar require),
        v. the country or state in which the individual is usually resident,
        vi. nationality,
        vii. business occupation (if any),
        viii. date of birth, and
        ix. date of appointment,
        (b) in the case of a body corporate—
        i. corporate or firm name,
        ii. registered or principal office,
        iii. the legal form of the body corporate and the law by which it is governed,
        iv. if applicable, the register in which it is entered (including details of the jurisdiction) and its registration number in that register, and
        v. date of appointment.

      • 4. Application for licence variation or renewal by existing licence holder

        A licence holder that is applying for a licence variation either in respect of a new controlled activity or a new business activity, or to renew his licence in anticipation of the licence holder’s existing licence expiring shall be subject to these Rules as a new applicant but shall not be obliged to provide the documents required by paragraph (2)(b) to (e) of Rule 3 if an officer of the licence holder provides to the Registrar, written confirmation that the documents previously filed with the Registrar and remain complete and current.

      • 5. Granting of licences

        (1) For the purposes of the Regulations, a licence may be granted in respect of a controlled activity if the applicant satisfies the Registrar that—
        (a) the proposed controlled activity is consistent with the objectives of the Abu Dhabi Global Market,
        (b) the applicant is sufficiently capitalised, skilled and qualified to carry on the controlled activities which the applicant proposes to carry on in for from the Abu Dhabi Global Market,
        (c) the legal form of the applicant is suitable to the controlled activities which the applicant proposes to carry on in or from the Abu Dhabi Global Market,
        (d) the registered office or branch from which the applicant proposes to carry on the controlled activity is suitable for such purposes, and
        (e) in the case of applicants who hold or have previously held a licence, the applicant has complied in all material respects with the conditions of such licence,
        (2) Applicants must also satisfy the conditions of licence specified in Rules 6 to 13, as applicable.
        (3) If the Registrar is satisfied that the requirements of the Regulations and these Rules are complied with, the Registrar may issue a certificate granting a licence to an applicant. The certificate shall state—
        (a) the name of the licence holder,
        (b) the legal form of the licence holder,
        (c) the name(s) of the authorised signatories of the licence holder, together with a statement as to whether they may act severally or must act jointly,
        (d) the controlled activity for which the licence holder is licensed and, where applicable, the business activity or business activities for which the licence holder is licensed,
        (e) the registered address from which the controlled activity may be carried on, and
        (f) the dates on which the licence is issued and expires.
        (4) Where a licence holder proposes to carry on a controlled activity from a branch in the Abu Dhabi Global Market, the Registrar may issue a certificate stating it has registered a branch in the Abu Dhabi Global Market.
        (5) The Registrar must cause to be published—
        (a) on its website, or
        (b) in accordance with section 988 of the Companies Regulations 2015,
        notice of the certificates issued pursuant to this Rule.

      • 6. General conditions of licence for all licence holders

        A licence holder must—
        (a) only carry out the controlled activity or business activity to which its licence relates from the address stated on its licence and maintain the right to use such premises for that purpose,
        (b) maintain compliance with—
        i. any obligation imposed from time to time upon him or his connected persons by or under any enactment (including the Regulations and these Rules) or any other law applicable in the Abu Dhabi Global Market, and
        ii. any licence, authorisation or approval requirement imposed by any Federal Law having application in the Abu Dhabi Global Market and to which the licence holder is subject in relation to his activities in the Abu Dhabi Global Market,
        (c) at all times put in place suitable arrangements to ensure that he will comply with the obligations referred to in paragraph (1)(b),
        (d) at all times maintain at least one (1) authorised signatory who holds a residency visa issued by a competent authority in the United Arab Emirates,
        (e) comply with the Business and Company Names Rules 2016,
        (e) comply with any other conditions and requirements specified in writing by the Registrar, and
        (f) have paid any fees and dues owed to the Registrar pursuant to the Regulations or any rules made thereunder.

      • 7. General conditions of licence for branches

        (1) A licence holder must, in any written communication originating in or from the Abu Dhabi Global Market or related to any activity of the body corporate carried on in or from the Abu Dhabi Global Market, state after its full legal name either the words "(ADGM branch of non-ADGM body corporate)" or the words "(ADGM branch)".
        (2) A licence holder must—
        (a) ensure that any obligation imposed from time to time upon him or his connected persons by or under any enactment (including the Regulations and these Rules), any other law applicable in the Abu Dhabi Global Market are complied with, and
        (b) at all times put in place suitable arrangements to ensure that he will comply with the obligations referred to in paragraph (2)(a).
        (3) A branch shall keep adequate accounting records with respect to all sums of money received and expended by the branch and all sales and purchases of goods and services and other transactions by the branch and the assets and liabilities of the branch. Such Records shall be sufficient to show and explain all transactions by the branch and must be such as to—
        (a) disclose with reasonable accuracy the financial position of the branch at any time, and
        (b) enable the directors to ensure that any accounts prepared by the branch comply with the requirements of these Rules.
        (4) The branch’s accounting Records shall be—
        (a) kept at the branch’s registered office,
        (b) preserved by the branch for at least ten years from the date on which they are made, and
        (c) at all reasonable times open to inspection by the directors of the relevant non-ADGM body corporate.
        (5) Not later than 14 days after the Registrar sends a written request to the branch’s registered office, the branch must deliver to the Registrar a copy of all requested accounting records.
        (6) A licence holder must within 14 days notify the Registrar of any decision to cease to carry on any controlled activity to which its licence relates from any address stated on its licence, by filing a branch deregistration application containing the prescribed information.
        (7) A licence holder must within one month of the change deliver to the Registrar a return containing details of any alteration to the information delivered under Rule 2(a), (b), (e), (f) and (g) and Rule 3(1).

      • 7A. Power to strike off branch on initiative of Registrar

        (1) If the Registrar has reasonable cause to believe that a branch has not been carrying on business or in operation, the Registrar may send to the licence holder and, if it is possible to do so, the branch, a communication inquiring whether the branch is carrying on business or in operation.
        (2) The communication must state that:
        (a) the licence holder or, if applicable, the branch have 14 days to respond to the Registrar; and
        (b) if an answer is not received, a notice will be published on the Registrar’s website stating that the Registrar proposes to strike off the branch from the register.
        (3) If, within 14 days after sending the communication, the Registrar:
        (a) receives a response to the effect that the branch is not carrying on business or in operation, or
        (b) does not receive any response,
        the Registrar may publish on the Registrar’s website a notice that, at the expiration of 14 days from the date of the notice, the name of the branch mentioned in it will, unless cause is shown to the contrary by representations made to the Registrar, be struck off the register.
        (4) At the expiration of 14 days from the date of the notice on the Registrar’s website, the Registrar may, unless cause to the contrary is shown by representations made to the Registrar, strike the branch’s name off the register.
        (5) The liability (if any) of every director, managing officer and member of the licence holder continues and may be enforced as if the branch’s name had not been struck off the register.

      • 8. Specific conditions of licence - legal services

        (1) This Rule sets out the conditions for an applicant to carry on the controlled activity of legal services and the ongoing requirements applicable to persons holding a licence to provide legal services.
        (2) The applicant must—
        (a) be licensed or authorised by an approved legal regulatory body to carry on activities of the kind which the applicant intends to carry on in the Abu Dhabi Global Market,
        (b) at all times maintain such licence or authorisation,
        (c) ensure that any obligation imposed from time to time upon him or his connected persons by or under any enactment (including the Regulations and these Rules), any other law applicable in the Abu Dhabi Global Market and any law applicable outside the Abu Dhabi Global Market to which he is subject, are complied with, and
        (d) at all times put in place suitable arrangements to ensure that he will comply with the obligations referred to in paragraph (2)(c).
        (3) The applicant and any connected person must not be subject to any of the following events—
        (a) imprisonment or any other penalty in criminal proceedings,
        (b) becoming and continuing to be unable to attend to the business of the applicant, and
        (c) abandonment of his business in the Abu Dhabi Global Market.
        (4) The applicant must comply with any other conditions and requirements specified in writing by the Registrar from time to time.

      • 9. Specific conditions of licence - accountancy services

        (1) This Rule sets out the conditions for an applicant to carry on the controlled activity of accountancy services and the ongoing requirements applicable to persons holding a licence to provide accountancy services.
        (2) The applicant must—
        (a) be licensed or authorised by an approved accountancy regulatory body to carry on activities of the kind which the applicant intends to carry on in the Abu Dhabi Global Market,
        (b) at all times maintain such licence or authorization,
        (c) ensure that any obligation imposed from time to time upon him or his connected persons by or under any enactment (including the Regulations and these Rules), any other law applicable in the Abu Dhabi Global Market and any law applicable outside the Abu Dhabi Global Market to which he is subject, are complied with, and
        (d) at all times put in place suitable arrangements to ensure that he will comply with the obligations referred to in paragraph (2)(c).
        (3) The applicant and any connected person must not be subject to any of the following events—
        (a) imprisonment or any other penalty in criminal proceedings,
        (b) becoming and continuing to be unable to attend to the business of the applicant, and
        (c) abandonment of his business in the Abu Dhabi Global Market.
        (4) The applicant must comply with any other conditions and requirements specified in writing by the Registrar from time to time.

      • 10. Specific conditions of licence - insolvency practitioner services

        (1) This Rule sets out the conditions for an applicant to carry on the controlled activity of insolvency practitioner services and the ongoing requirements applicable to persons holding a licence to provide insolvency practitioner services.
        (2) The applicant must—
        (a) be licensed or authorised by an approved insolvency practitioner regulatory body to carry on activities of the kind which the applicant intends to carry on in the Abu Dhabi Global Market,
        (b) at all times maintain such licence or authorisation,
        (c) ensure that any obligation imposed from time to time upon him or his connected persons by or under any enactment (including the Regulations and these Rules), any other law applicable in the Abu Dhabi Global Market and any law applicable outside the Abu Dhabi Global Market to which he is subject, are complied with, and
        (d) at all times put in place suitable arrangements to ensure that he will comply with the obligations referred to in paragraph (2)(c).
        (3) The applicant and any connected person must not be subject to any of the following events—
        (a) imprisonment or any other penalty in criminal proceedings,
        (b) becoming and continuing to be unable to attend to the business of the applicant, and
        (c) abandonment of his business in the Abu Dhabi Global Market.
        (4) The applicant must comply with any other conditions and requirements specified in writing by the Registrar from time to time.

      • 11. Specific conditions of licence - other economic activities: healthcare

        (1) This Rule sets out the conditions for an applicant to carry on other economic activities, encompassing any one or more of the following business activities, and the ongoing requirements applicable to persons holding a licence to provide healthcare services: provision of health services, including the practice of medicine and dentistry, operation of hospitals, clinics, care homes, nursing homes and other establishments providing health or social care services, and any other business activity related to healthcare governed by any Federal Law having application in the Abu Dhabi Global Market which requires the performance of the activity to be subject to licensing, authorisation or approval.
        (2) The applicant must—
        (a) be licensed or authorised by an approved healthcare regulatory body to carry on activities of the kind which the applicant intends to carry on in the Abu Dhabi Global Market,
        (b) at all times maintain such licence or authorisation,
        (c) ensure that any obligation imposed from time to time upon him or his connected persons by or under any enactment (including the Regulations and these Rules), any other law applicable in the Abu Dhabi Global Market and any law applicable outside the Abu Dhabi Global Market to which he is subject, are complied with, and
        (d) at all times put in place suitable arrangements to ensure that he will comply with the obligations referred to in paragraph (2)(c).
        (3) The applicant and any connected person must not be subject to any of the following events—
        (a) imprisonment or any other penalty in criminal proceedings,
        (b) becoming and continuing to be unable to attend to the business of the applicant, and
        (c) abandonment of his business in the Abu Dhabi Global Market.
        (4) The applicant must comply with any other conditions and requirements specified in writing by the Registrar from time to time.

      • 12. Specific conditions of licence - providing company services

        (1) This Rule sets out the conditions for an applicant to carry on the controlled activity of providing company services and the ongoing requirements applicable to persons holding a licence to provide company services.
        (2) Applicants for a license to provide company services must satisfy the Registrar that they meet, or upon grant of a licence will meet, the conditions set out in Schedule 1 to these Rules.
        (3) Licensed company service provider must comply with—
        (a) the conditions set out in Schedule 1 to these Rules,
        (b) all regulations and rules that are applicable to it, including but not limited to—
        (i) chapter 2 of Part 12 of the Companies Regulations 2020,
        (ii) sections 18, 18A and 18B of the Foundations Regulations 2017, and
        (iii) the Commercial Licensing Regulations 2015 (Client Money) Rules 2021,
        (c) the terms of its license and any other conditions, requirements or directions specified in writing by the Registrar from time to time, and
        (d) its policies, controls and procedures adopted to ensure compliance with such regulations, rules, requirements and directions.
        (4) Where a licensed company service provider is conducting activities outsourced to it under the UAE Economic Substance Regime, the licensed company service provider must have in place such additional policies, controls and procedures as are necessary or desirable as a consequence of that regime.
        (5) A company service provider must promptly notify the Registrar of an appointment of a director, partner or manager, who will manage the applicant’s affairs.
        (6) A company service provider may resign by giving notice in accordance with the relevant contractual obligations or, in the absence of any express contractual notice provision, by–
        (a) giving a minimum of 30 days’ notice of its intention to resign; and
        (b) filing a copy of such notice with the Registrar within 14 days of its delivery.
        (7) Where a company service provider ceases to act as the company service provider of a body corporate incorporated or registered in Abu Dhabi Global Market (whether because the company service provider has resigned or been replaced, its license to provide company services has been suspended or cancelled by the Registrar or otherwise), the company service provider must—
        (a) provide copies of all of its records related to such body corporate to the company service provider appointed by such body corporate as its company service provider (the “successor company service provider”), and
        (b) do all things necessary to –
        i. facilitate the appointment of the successor company service provider; and
        ii. enable the successor company service provider to transition into and commence discharging its duties and obligations as the company service provider of the body corporate.
        (8) The Registrar may require the licensed company service provider and such person (referred to in paragraph (5) above) to provide it with such further information as the Registrar reasonably considers necessary.

      • 13. Specific conditions of licence - special conditions for partnerships

        (1) Where persons propose to establish a partnership governed by the laws of the Abu Dhabi Global Market; either—
        (a) such persons, in the case of a partnership that does not have separate legal personality; or
        (b) the partnership, in the case of a partnership that has separate legal personality,
        shall apply for a licence in the name of the partnership.
        (2) No licence may be granted to a partnership that does not have separate legal personality unless the partnership has been formed pursuant to a written partnership agreement and the agreement has been registered with the Registrar by filing an application for registration in the form specified by the Registrar at the same time as the applicant submits an application for a licence under the Regulations. The partners of a partnership that does not have separate legal personality shall be jointly liable for compliance with these Rules and any applicable conditions of licence.
        (3) This Rule does not apply to an applicant which is a non-ADGM body corporate who shall be subject to the Regulations and these Rules as a non-ADGM body corporate.

      • 14. Designation of bodies

        The Registrar may specify a body as an approved accountancy regulatory body, an approved healthcare regulatory body, an approved insolvency practitioner regulatory body or an approved legal regulatory body generally or on a case-by-case basis or both.

      • 15. Commercial Licensing Regulations 2015 (Conditions of Licence and Branch Registration) Rules 2019

        The Commercial Licensing Regulations 2015 (Conditions of Licence and Branch Registration) Rules 2019 are repealed.

      • SCHEDULE 1 SCHEDULE 1 Conditions of Licence - Company service providers

        • Condition 1 - Fit and proper person

          1. The applicant is a body corporate and is a fit and proper person to hold a licence as a company service provider and every person who is, or is to be, a director, partner or manager of the applicant is a fit and proper person to hold that position.
          2. In determining whether an applicant is a fit and proper person to hold a licence as a company service provider, regard shall be had to–
          (a) the nature, scale and complexity of the activities of the applicant and any associated risks that those activities pose to the Abu Dhabi Global Market,
          (b) whether the applicant's business model will allow for its affairs and business to be conducted and managed in a sound and prudent manner, having regard in particular to the interests of consumers and the integrity of the Abu Dhabi Global Market,
          (c) whether the person who is, or is to be, a director, partner or manager of the applicant is a fit and proper person to hold that position,
          (d) any matter which may harm or may have harmed the integrity or the reputation of the Registrar or the Abu Dhabi Global Market, and
          (e) any other relevant matters.
          3. In determining whether an individual is a fit and proper person to hold a particular position with respect to the applicant, regard shall be had to–
          (a) their probity, competence, experience and soundness of judgement for fulfilling the responsibilities of that position,
          (b) the diligence with which they are fulfilling or likely to fulfil those responsibilities,
          (c) whether the interests of clients of the applicant are, or are likely to be, in any way threatened by them holding that position,
          (d) in the case of those who will manage the applicant’s affairs, their skills, experience, educational and professional qualifications, membership of professional or other relevant bodies and any evidence of their continuing professional education or development,
          (e) their knowledge and understanding of the legal and professional obligations to be assumed or undertaken, and
          (f) their record of compliance with legal obligations, with any professional obligations or with policies and procedures applicable to them.

        • Condition 2 – Policies, Procedures and Controls

          1. The applicant must establish and maintain compliance arrangements including policies, controls, processes and procedures that ensure and evidence, as far as reasonably practicable, compliance with all regulations, rules, guidance and instructions applicable to it.
          2. The applicant must have in place training to communicate those policies, controls and procedures, and any changes to them, to the applicant’s employees.
          3. The policies, controls and procedures must include–
          (1) risk management,
          (2) anti-money laundering, including customer due diligence,
          (3) the handling and segregation of client funds and assets,
          (4) record keeping, and
          (5) the monitoring and management of compliance with, and the internal communication of, such policies, controls and procedures.
          4. An applicant must, or upon the grant of a licence will, distinguish between the fees payable:
          (a) to the Registrar; and
          (b) to the applicant for its services,
          in all forms of communication, including the issuing of invoices, relating to any services offered or conducted by the applicant.

        • Condition 3 – Appropriate insurance cover

          1. An applicant must, or upon the grant of a licence will, maintain professional indemnity insurance cover that –
          (1) is appropriate to the nature and size of the applicant’s business; and
          (2) includes cover against negligence, errors or omissions by the applicant, and any liability for the acts of the applicant’s directors, officers and employees, adequate to manage the applicant’s business or intended business effectively and responsibly.

        • Condition 4 – Prudent business operation and adequate resources

          1. The applicant must conduct its business in a prudent manner.
          2. The applicant must maintain and be able to demonstrate the existence of adequate resources to conduct and manage its affairs. These include adequate financial and system resources as well as adequate and competent human resources.

    • COMMERCIAL LICENSING REGULATIONS 2015 (EXEMPTIONS) ORDER 2015

    • Commercial Licensing Regulations 2015 (Exemptions) Order 2015

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    • Commercial Licensing Regulations 2015 (Exemptions) Order 2021

      Date of Adoption: 10 June 2021

      The Board of Directors of the Abu Dhabi Global Market, pursuant to section 8(1) of the Commercial Licensing Regulations 2015, hereby makes the following order:-

    • Commercial Licensing Regulations 2015 (Exemptions) Order 2022

      Date of Adoption: 10 June 2022

      The Board of Directors of the Abu Dhabi Global Market, pursuant to section 8(1) of the Commercial Licensing Regulations 2015, hereby makes the following order:-

      • 1. Citation and interpretation

        (1) This Order may be cited as the Commercial Licensing Regulations 2015 (Exemptions) Order 2022.
        (2) In this Order, "Regulations" means the Commercial Licensing Regulations 2015.
        (3) Terms used in this Order which are defined in the Regulations shall have the meanings given to them in the Regulations.

      • 2. Exemption

        For the purposes of section 8 of the Regulations, the Asian Infrastructure Investment Bank, shall be an exempt person.

    • Commercial Licensing Regulations 2015 (Fees) Rules 2015

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      • COMMERCIAL LICENSING REGULATIONS 2015 (FEES) RULES 2015

    • Commercial Licensing Regulations 2015 (Fees) Rules 2018

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    • COMMERCIAL LICENSING REGULATIONS 2015 (FINES) RULES 2015

    • Commercial Licensing Regulations 2015 (Fees) Rules 2021

      Date of Adoption: 17 March 2021

      The Board of Directors of the Abu Dhabi Global Market, in implementation of section 16(8) of the Commercial Licensing Regulations 2015, hereby makes the following rules:-

    • Commercial Licensing Regulations 2015 (Fines) Rules 2015

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    • Commercial Licensing Regulations 2015 (Fines) Rules 2020

      Date of Adoption: 2 June 2020

      The Board of Directors of the Abu Dhabi Global Market, in implementation of section 80 of the Commercial Licensing Regulations 2015, hereby makes the following rules:-

      • 1. Citation

        These Rules may be cited as the Commercial Licensing Regulations 2015 (Fines) Rules 2020.

      • 2. The standard fines scale

        (1) The following scale of fines is prescribed as the standard fines scale for the purposes of section 80 of the Commercial Licensing Regulations 2015:
        Level on the scale Amount of Fine (in US Dollars)
        1 150
        2 300
        3 5,000
        4 10,000
        5 15,000
        6 20,000
        7 25,000
        8 50,000
        (2) Where a provision of any enactment or subordinate legislation provides that a fine imposed may be 'up to' or 'not exceeding' a level specified on the standard fines scale, the amount of a fine imposed pursuant to that provision shall be the amount corresponding to that level in the standard fines scale, unless the body administering that fine decides that a fine of a lesser amount is justified in the circumstances.

      • 3. Commercial Licensing Regulations 2015 (Fines) Rules 2015

        The Commercial Licensing Regulations 2015 (Fines) Rules 2015 are repealed.