Exempt SPVs and foundations

service

SPVs and foundations that demonstrate to the satisfaction of the Registrar they are exempt, as set out under section 296A(3) of the Companies Regulations 2020 or section 18(2) of the Foundations Regulations 2017, as amended, are not required to appoint a Company Service Provider under the CSP Framework.

If you are unsure of whether your SPV or foundation could be exempt, you can use our quick tool on the guidance page here

Exempt SPVs include a body corporate that is a subsidiary undertaking of any of the following:

Description

Explanation who falls into this category

a) persons exempt under the ADGM  Commercial Licensing Regulations 2015 (Exemptions) Order 2020

 

A body corporate established pursuant to (i) any law or decree issued by His Highness the Rule of the Emirate of Abu Dhabi (including the ADGM Founding Law), or (ii) any Federal Law (other than Federal Law No. 8 of 1984 concerning Commercial Companies, as the same may be amended or re-enacted from time to time).

A body corporate that is a subsidiary undertaking of a body corporate specified in paragraph above.

The International Bank for Reconstruction and Development and the International Development Association, commonly known as the “World Bank”.

b) an authorised person within the meaning of the ADGM Financial Services and Markets Regulations 2015

A legal entity currently registered in ADGM holding a current Financial Services Permit issued by ADGM Financial Services Regulatory Authority

c) persons licensed or regulated by the Central Bank of the United Arab Emirates

Legal entities holding a valid license or authorisation, as applicable, issued by UAE Central Bank. For the current list of the financial institutions currently licensed by the UAE Central Bank, please refer here: https://www.centralbank.ae/en/financial-institutions

d) a company whose shares are admitted to trading on a regulated market in the United Arab Emirates, including in Abu Dhabi Global Market

Legal entities whose shares are admitted to the following regulated markets in the UAE:

https://www.adx.ae/English/Pages/default.aspx

https://www.dfm.ae/

https://www.nasdaqdubai.com/

Other UAE regulated markets

e) a company that has demonstrated to the satisfaction of the Registrar to have adequate presence in the United Arab Emirates

Please refer to the guidance note which provides details of how to demonstrate adequate presence in the UAE (section 2.3 in the guidance note below)

An exempt foundation is a foundation that is able to demonstrate to the satisfaction of the Registrar to have substantial resources, experience and personnel in the UAE, and adequate governance policies and procedures.  Please refer to the guidance note which provides details of how to demonstrate adequate presence in the UAE.

Guidance and forms

To assist those considering an ADGM SPV or foundation, and whether or not it would be exempt, the Registration Authority has issued guidance available below.