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  • Operating in ADGM

    Event Driven Filings

    Operating in ADGM Obligations of ADGM Registered Entities Event driven filings
    Filing requirements and obligations

    An Event-driven Filing refers to an entity’s obligations to notify the Registrar of certain changes / events that occur with regards to the registered entities.It is important for an ADGM registered entity to gain an understanding of what events trigger filing requirements and the obligations in order to avoid substantial fines.

    Company Partnership Foundation 10 20 50 Entity Type Change / Event Notify Registration Authority By filings a The fee is Failure to file the notice on time will result to a fine of Company change its company name, before using the new name Change Entity Name form. USD 100 N/A Company change its trade name or wish to have a trade name, before using the new trade name Add/Change Trade Name form. N/A N/A Company amend its Articles of Association, within 14 days Maintain Articles of Association form. USD 100 USD 300 Company change its accounting reference date, as soon as practicable Maintain Accounting Reference Date N/A N/A Company approve to change its busines activities, before conducting the activities Apply for Licensed Activities Variation form. USD 100 (additiona fees may apply) N/A Company change its Registered Office Address and/or mailing address, as soon as practicable Maintain Registered Office Address Details form USD 100 N/A Company change the location of the companys records, within 14 days Maintain Location of Company Records form USD 100 • Register of members/ shareholders - USD150 • Register of Directors residential addresses - USD150 • Register of Secretaries - USD300 • Directors service contracts - USD150 • Directors indemnities - USD300 • Records of resolutions - USD150 • Contracts relating to the purchase of own shares USD300 • Documents relating to redemption or purchase of own shares out of capital by private company - USD25,000 • Register of debenture holders - USD5,000 • Report to members of the outcome of an investigation by the public company into interests in its shares - USD300 • Register of interests in shares disclosed to a public company - USD300 • Instruments creating charges - USD300 Company appoint and/or cease an Authorized Signatories, as soon as practicable Appointment and/or Cessation of Authorized Signatories form USD 100 N/A Company update the details of the Authorized Signatories, as soon as practicable Maintain Authorized Signatories Details form USD 100 N/A Company appoint and/or cease its directors, within 14 days Appointment and/or Cessation of Directors form USD 100 USD 150
    Online Registry Solution All filings can be lodged via the Online Registry Solution. Learn more
    Guidance & Templates

    The Guidance published in this page has been written to guide registered companies in ADGM in relation to some of the filing obligations under the ADGM Companies Regulations, ADGM Commercial Licensing Regulations and ADGM Beneficial Ownership and Control Regulations. This is only a guide and should be read together with the company’s articles of association and relevant legislation, in particular, ADGM Companies Regulations, ADGM Commercial Licensing Regulations and any other relevant regulations and enabling rules. This Guidance only refers to the procedures that need to be completed in relation to the RA. It does not cover other requirements as set out in the relevant legislation (which includes contact with the ADGM Financial Services Regulatory Authority, the courts and other internal obligations that a company will need to carry out). Further advice from a specialist professional may be required. Any information stated in the Guidance is subject to change without prior notice.

    Quick Guide – Event Driven Filings - Company
    Quick Guide – Event Driven Filings - Company - Branch
    Quick Guide – Event Driven Filings - Partnerships
    Quick Guide – Event Driven Filings - Partnership - Branch
    Quick Guide – Event Driven Filings - Foundation
    Quick Guide – Guidance - Corporate Services

    Majority of the notices filed by the company to the RA are supported by a minutes or resolutions (e.g., by Directors or Shareholders). Listed below are the templates prepared by the RA. These templates are solely for reference only and does not explicitly denote the company’s procedure in approving the corporate actions. The company are free to use and amend the content of it to cater its requirements. It will also necessary, that the company checks its company’s articles and the relevant Regulations to see whether and what alternatives are permitted.

    Accounts & Auditors

    Guidance on Revising Defective Accounts and Reports
    Unaudited Small Companies Regime Balance Sheet Template
    Minutes of Meeting of General Meeting (approving the removal of recognized auditor)
    Board Resolution (approving the resignation of recognized auditor)
    Board Resolution (approving the change of accounting reference date)
    Annual Accounts Guidance
    Shareholders’ Resolution (approving the appointment of recognized auditor)
    Auditor’s resignation letter
    Minutes of Meeting of Board of Directors (approving the resignation of recognized auditor)

    Addresses

    Board Resolution (approving the change of registered office address)
    Board Resolution (approving the company’s mailing address)
    Board Resolution (approving the move of company’s record back to its registered office address) proving the company’s mailing address)
    Consent Letter (to use registered office address)
    Board Resolution (ap Board Resolution (approving the move of company’s record to alternative location)

    Articles of Association

    Shareholders’ Resolution (approving the amendment of the articles of association)
    Model Articles – Private Company Limited by Shares (English/Arabic)
    Model Articles – Private Company Limited by Guarantee (English/Arabic)
    Model Articles – Public Company Limited by Shares (English/Arabic)
    Model Articles – Private Company Limited by Shares (English)
    Model Articles – Private Company Limited by Guarantee (English)
    Model Articles – Public Company Limited by Shares (English)

    Authorized Signatories

    Consent to Act as Authorised Signatory
    Board Resolution (approving the appointment and resignation/removal of authorized signatories)
    Board Resolution (approving the resignation of authorized signatories)
    Board Resolution (approving the appointment of authorized signatories)
    No Objection Certificate from the sponsor (in Arabic)
    Resignation Letter of authorized signatory
    Board Resolution (approving the removal of authorized signatories)

    Business activities

    Board Resolutions (approving the addition or removal of business activities)

    Directors

    Register of Directors - Individual
    Register of Directors Residential Address
    Board Resolution (approving the appointment of directors)
    Resignation Letter of director
    Shareholders’ approving the removal of directors)
    Register of Directors - Corporate
    Consent to Act as Director
    Board Resolution (approving the appointment and resignation of directors)
    Board Resolution (approving the resignation of director)

    Name & Trade Name

    Shareholders’ Resolution (approving the change of company name)
    Template - Board Resolution (approving a trade name or change of trade name)
    Minutes of Meeting of General Meeting (approving the change of company name)

    Notice of Error & Lodged Documents

    Explanatory note
    Indemnity Letter

    Secretary

    Register of Secretaries – Individual
    Consent to Act as a secretary
    Board Resolution (approving the appointment and resignation/removal of secretary)
    Board Resolution (approving the resignation of secretary)
    Register of Secretaries – Corporate
    Board Resolution (approving the appointment of secretary)
    Resignation Letter of secretary
    Board Resolution (Approving the removal of secretary)

    Shares & Shareholders

    Nominee Arrangement Confirmation form – Shareholders/UBO
    Share Certificate
    Shareholders’ resolution (approving the removal of the amount of authorized share capital)
    Instrument of Transfer
    Shareholders’ resolution (approving the subdivision of shares)
    Shareholders’ resolution (approving the reduction of company’s share capital)
    Shareholders’ resolution (approving the change of name of share class)
    Shareholders’ resolution (approving the creation and allotment of new class of shares)
    Register of Shareholders
    Shareholders’ resolution (approving the increase of the amount of authorized share capital)
    Board resolution (approving the allotment of shares)
    Board resolution (approving the transfer of shares)
    Shareholders’ resolution (approving the consolidation of shares)
    Shareholders’ resolution (approving the purchase back of company’s shares)
    Shareholders’ resolution (approving the reclassification of company’s of shares)
    Shareholders’ resolution (approving the changes of rights attached to the shares)

    Ultimate beneficial Owners

    Register of Ultimate Beneficial Owners
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