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.