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DIFC Family Business: A Quick Overview of Evolution and Arrangements

The business landscape in the United Arab Emirates (UAE) is witnessing a profound transformation with the enactment of the Dubai International Financial Centre (DIFC) Family Arrangements Regulations. This regulatory evolution, effective from January 31, 2023, marks a decisive shift from the Single-Family Office (SFO) regime, aligning seamlessly with the recently introduced UAE Family Business Law. In this blog post, we delve into the intricacies of these regulations and their implications on the landscape of family businesses within the DIFC.

A Strategic Transition:

The journey begins with a graceful transition for Single Family Offices (SFOs) as they evolve into Family Offices under the new regulations. The transition period, extending until January 31, 2024, provides entities with the necessary time to adapt to the regulatory nuances.

Simplified Registration Process:

Noteworthy is the simplification of the registration process. Family Offices are no longer bound to register as Designated Non-Financial Businesses or Professions (DNFBP) with the Dubai Financial Services Authority (DFSA). However, the landscape is nuanced for multi-family offices, necessitating DFSA authorization and licensing for those engaging in financial services for multiple families.

Certification and Accreditation Programs:

Recognizing the unique needs of family businesses, the DIFC introduces certification and accreditation programs. These programs are designed to fortify the support system for family businesses and their advisors, aligning with the overarching goals of the UAE Family Business Law.

Flexibility for Single Families:

The regulations extend flexibility for Single Families, allowing Family Entities or Family Offices to operate beyond the DIFC’s jurisdiction. This flexibility is contingent upon demonstrating a substantial presence in the UAE and appointing a Corporate Service Provider as a registered agent in the DIFC.

Confidentiality at the Forefront:

Confidentiality takes centre stage in the regulatory landscape. The DIFC maintains a special Family Businesses register, offering a private repository for sensitive information, shielding it from public disclosure. This move underscores a commitment to safeguarding the proprietary details of family businesses.

Licensing Requirements and Minimum Net Asset:

To be licensed as a Family Office, entities must meet specific criteria. Submission of relevant documentation and maintaining a minimum net asset requirement of USD 50 million are central to the licensing process. The assessment of net assets can be determined through fair market value or a book value assessment.

Alternative Dispute Resolution (ADR):

The regulations lay a robust foundation for Alternative Dispute Resolution (ADR) within Family Structures. This provision allows for arbitration to resolve disputes, aligning with the UAE Family Business Law’s emphasis on establishing committees in each Emirate to oversee family business disputes.

In conclusion, the DIFC Family Arrangements Regulations emerge not merely as a legal framework but as a strategic commitment by the DIFC to nurture the growth and success of family businesses in the region. As the DIFC launches the Global Family Business and Private Family Wealth Centre, it underscores its dedication to providing unparalleled support for family businesses, ultra-high net worth individuals, and private wealth offices operating within its jurisdiction. These regulations set the stage for a more transparent, flexible, and supportive environment, reflecting the evolving needs of family businesses in the dynamic landscape of the DIFC.

How MS can help?

MS stands as the premier service provider in DIFC, offering a suite of tailored solutions for family offices. Our expertise spans advisory, meticulous family office formation, streamlined re-domicile services, and efficient management/administration. Elevate your experience with our bespoke concierge services, ensuring unparalleled support. With a commitment to excellence, MS is your trusted partner, providing comprehensive, integrated solutions that empower and advance family offices in the dynamic landscape of the Dubai International Financial Centre.

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2024: Unveiling the Future – AI, Big Data, and Cloud Transforming Finance at DIFC

Pioneering Financial Evolution with AI, Big Data, and Cloud

As we enter 2024, the financial landscape is evolving at an unprecedented pace, driven by the transformative forces of Artificial Intelligence (AI), Big Data, and Cloud technology. At the heart of this evolution, DIFC emerges as a thriving hub, empowering financial service providers with unparalleled opportunities.

“The world of finance is undergoing significant transformation as innovation continues to revolutionize the industry. During 2024, we expect AI, Big Data and Cloud to play a significant role in driving the future of finance.” –

Arif Amiri ( Chief Executive Officer of DIFC Authority )

DIFC: A Nexus of Innovation

The journey of digital economies, initiated in the 1990s and accelerated during the dot com boom, saw a resurgence around 2001. Today, technology remains the backbone for facilitating information, goods, and service exchanges in digital economies. Governments and financial centers, like Dubai International Financial Centre (DIFC), create frameworks and regulations to stimulate financial innovation.

Sandboxes, prevalent in the Middle East, provide a safe space for organizations to test new ideas. The pandemic has further fuelled the adoption of digital technology, with Dubai and the wider UAE at the forefront of embracing a digital strategy. DIFC, hosting over 800 companies, prioritizes innovation and identifies three trends shaping the future of finance: Artificial Intelligence (AI), Data, and Cloud.

Deploying AI

AI plays a pivotal role in the finance industry, particularly in combatting financial crime. Collaborations like the Mastercard Global Cyber Forward program with DIFC focus on enhancing readiness against cyber threats, incorporating AI elements. Additionally, DIFC’s Dubai AI and Web3 Campus launched the Artificial Intelligence Transformation Programme, a flexible corporate accelerator aimed at future-proofing regional businesses by boosting their AI capabilities. This initiative not only strengthens Dubai’s global competitiveness but also fosters talent, encourages innovation, and propels economic growth.

Data Mastery

Data’s pivotal role in digitizing financial services is evident, shaping risk assessment, sales modeling, pricing, marketing, relationships, and decision-making. DIFC, envisioning the future of finance, pioneered the first data privacy regulations in the Middle East, Africa, and South Asia, encompassing AI and machine learning. With 20 years of financial prominence, DIFC’s advanced data privacy laws and robust IP protection for innovative solutions set regional benchmarks. Ethical data processing, especially in AI and machine learning, remains a priority, with ongoing efforts for testing use cases through consultation, inspection, and supervision.

Accelerating Cloud Migration in Finance

While cloud technology, offering remote access to storage and data assets, seems ideal for the finance sector, its adoption has been relatively slow due to complexities. Early adopters are typically digital-first new banks or traditional banks undergoing significant digital transformations. Migrating to the cloud necessitates education and cross-team integration, involving product development, marketing, risk, compliance, and IT teams. Despite some still opting for data centers, many financial players embrace cloud technologies for data storage, reaping benefits like organizational restructuring, operational efficiency, informed decision-making, and enhanced product planning. For finance leaders, understanding the potential of AI, data, and cloud is vital for driving strategic innovation in the future of finance.

The DIFC Advantage in 2024

DIFC isn’t just a location; it’s an ecosystem that fosters collaboration and innovation. In 2024, companies within the DIFC community benefit from a collaborative environment where ideas converge, partnerships flourish, and synergies abound. This ecosystem-driven approach propels DIFC to the forefront of global financial innovation.

As we navigate the transformative landscape of 2024, DIFC stands as a testament to the symbiotic relationship between innovation and financial excellence. The integration of AI, Big Data, and Cloud within the DIFC ecosystem propels companies into the future, allowing them to not only adapt to change but to thrive in it. In the heart of Dubai, DIFC remains the epicenter of financial evolution, where cutting-edge technology and a progressive mindset converge to shape the future of finance.

How Can MS Elevate Your Journey in 2024?

At MS, we understand the pulse of innovation and are here to guide you through every step. Our comprehensive suite of services, ranging from strategic advisory, seamless business setup, and compliance services to robust FO & MLRO solutions, as well as top-notch accounting & tax services, is designed to be your compass in navigating this transformative era. Let’s not just adapt to change, but lead the change together. Elevate your financial endeavors with MS, where expertise meets innovation.

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Best ever time for a tech startup entry: DIFC’s wallet-friendly ‘Innovation License’ sparks tech revolution in the UAE

Quick overview of the DIFC Innovation license

The Middle East has witnessed a surge in technological advancements and a flourishing tech ecosystem in recent years. Among the driving forces behind this growth is the Dubai International Financial Centre (DIFC), which has positioned itself as a hub for innovation and technology. At the heart of DIFC’s strategy lies the Innovation License, a catalyst for fostering cutting-edge technology firms across various sectors.

With endless opportunities for growth, the DIFC Innovation Hub provides you cost effective licences, cutting-edge co-working spaces, discounted visas and access to the AED 1 billion Dubai Future District Fund.

The DIFC Innovation License: A Launchpad for Tech Pioneers

1. Overview of the Innovation License:

The DIFC Innovation License is a Commercial License with a subsidized fee structure designed to support technology and innovation firms at any stage of their growth. It serves as a launchpad for firms interested in developing or testing new, novel, or innovative products. The license is sector-agnostic, catering to a diverse range of tech startups.

2. Fee Structure and Benefits:

  • The license is subsidized for 2 to 5 years at a rate of USD 1,500 per annum.
  • Access to world-class co-working spaces at low costs.
  • Heavily discounted visa options for team members.

3. Focus on Cutting-Edge Technologies:

The DIFC emphasizes firms leveraging advanced technologies such as Artificial Intelligence, machine learning, blockchain, Web3, and more. The objective is to create a thriving ecosystem of tech innovators.

DIFC’s Evolution: From Fintech to All-Tech

1. Expansion of Startup Benefits:

Originally targeting Fintech players through the DIFC Fintech Hive, the benefits of startup licenses were extended to include a broader spectrum of tech startups—EdTech, RegTech, and all technology-based enterprises.

2. Current Landscape:

  • Over 700 innovation licenses are currently operating from the DIFC.
  • The focus remains on fostering innovation in products and services.

The Innovation Testing License (ITL): A Regulatory Sandbox

1. Regulatory Support for Testing:

The ITL, offered by the Dubai Financial Services Authority (DFSA), provides a controlled environment for startups to test innovative products and services.

It does not eliminate regulation but serves as a gateway for startups to test their products with live clients.

2. Technology Focus:

Startups deploying technologies falling under regulatory purview, such as money services and robo-advisories, opt for the ITL.

The DIFC Innovation Hub: A Comprehensive Ecosystem

Components of the Innovation Hub:

  • Attractive licensing and regulations for FinTech companies.
  • Affordable real estate options.
  • Accelerator programs provided by the Fintech Hive.
  • Access to funding from a diverse range of investors.
  • Digital Labs for corporate partnerships and collaborations.
  • A vibrant community of like-minded innovators.

Qualifying Requirements for DIFC Innovation License:

1. Exclusions:

  • The entity cannot conduct financial services or engage in crypto-related activities, excluding the creation (but not the sale) of NFTs.
  • No trading or selling of products is allowed.

2. Requirements for Eligibility:

  • The entity must provide a type of technology, such as software solutions, AI, technology R&D, blockchain, etc.
  • Physical presence within DIFC, with a flexible desk at co-working spaces.

The DIFC Innovation License stands as a testament to Dubai’s commitment to fostering technological innovation. With a focus on providing comprehensive support, including subsidized fees, co-working spaces, and access to a vibrant community, DIFC continues to play a pivotal role in shaping the future of technology in the Middle East. As the tech ecosystem evolves, the Innovation License remains a key driver for startups seeking to make their mark in the region.

Why Choose MS at DIFC for Your Innovation License?     

Engaging with a reputable service provider like MS within the DIFC can streamline the process of acquiring an innovation license. MS, with its expertise in corporate services, can navigate the regulatory landscape, ensuring compliance with DIFC’s requirements for innovation-driven ventures. Leveraging their knowledge of local regulations and established relationships within the DIFC can expedite the licensing process, allowing businesses to focus on their innovative pursuits. Collaborating with MS as a professional service provider in the DIFC offers a tailored approach, combining their proficiency in regulatory matters with the specific needs of businesses aiming to foster innovation within this globally recognized financial hub.

Contact us: [email protected]

Call us at +971 50 998 7454

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CAT 3C DIFC License: Your Concise Guide

Guide to the CAT 3C DIFC License 

The IFC stands among the globe’s top ten onshore financial centres, providing a secure and efficient platform for businesses and financial institutions to engage with the emerging markets of the region. With the high quality and independence of the DIFC’s regulator, a robust common law framework, outstanding infrastructure, and tax advantages, it serves as an ideal hub to capitalize on the escalating demand for financial and business services in the MENASA region.

Wealth & Asset Management

The DIFC stands out as the favored destination for Wealth and Asset Management firms in the MEASA Region.

These firms enjoy the advantages of The Centre’s sophisticated international ecosystem, including:

  1. A world-class legal and regulatory framework.
  2. A collaborative approach fostering partnerships between clients, regulators, and authorities.
  3. A substantial industry size exceeding USD 450 billion in Wealth and Asset Management within the DIFC.
  4. A noteworthy USD 165 billion in Assets Under Management (AUM) is managed within the DIFC.
  5. A current count of over 330+ companies engaged in Wealth and Asset Management operations.

Wealth Management

The Centre is a prime hub for regional wealth management in the rapidly growing MEASA region, known for accelerated wealth accumulation. Key areas of interest include investment and portfolio management, estate planning, Sharia-compliant wealth management, and real estate and financial advisory. DIFC provides diverse market entry options and regulated licenses. A representative office supports marketing, information provision, and referrals, while a category four license enables asset raising and client relationship management. Additionally, a category three license allows comprehensive portfolio management, making DIFC a strategic base for navigating the dynamic MEASA landscape.

Asset Management

The Centre is an ideal hub for diverse wealth and asset management companies, supporting the development and management of public, private, Sharia-compliant, and qualified funds. DIFC offers regulated licenses, including representative offices for marketing services, information provision, and promotions. A category four license allows asset raising and full client relationship management, while a category three license permits comprehensive portfolio management, making DIFC a strategic choice for varied financial enterprises.

Fund Management
The MEASA region’s expanding wealth demands specialized fund management services. Institutions and high-net-worth individuals seek regional experts for intricate investment needs. DIFC’s legislative framework ensures a secure environment, attracting local, regional, and global players to domicile, manage, and distribute funds. DIFC stands out as the largest fund management jurisdiction in the region, setting the pace with its supportive regulatory regime.


Private Equity

Companies in the MEASA region seek private capital, including international sources, to fuel their growth. Private equity is increasingly attractive to family firms and conglomerates, providing capital and management expertise as they grow in size and complexity. Fragmented industries are ripe for consolidation through private equity. Governments explore private-public partnerships, offering additional opportunities. The growing appetite from institutions and high-net-worth individuals for MEASA-focused private equity creates an investor base for regional funds. DIFC, centrally located for regional deal-making, provides an ideal platform with tailored fund structures and licensing options, establishing a unique regional hub for launching, distributing, managing, and domiciling various private equity funds.   

Hedge Funds

Positioned as a crossroads between the East and West, Dubai serves as a pivotal hub for global trade and investment. The strategic location of DIFC provides hedge funds with an optimal gateway to tap into the high-growth emerging markets of the Middle East, Asia, and Africa. A significant majority of hedge funds established in DIFC, approximately two-thirds, hail from the United States and the United Kingdom, boasting the inclusion of two among the world’s ten largest hedge funds.

Venture Capital Firms
DIFC offers an optimal setting for venture capitalists to establish a foothold in Dubai and invest in innovative technologies and enterprises. Dubai boasts a significant share, one-third, of all MENA investors. Various funding sources, including growth-stage funding, angel investors, and the Dubai Future District Fund, contribute to the vibrant ecosystem. Launched in 2020, the AED 1 billion fund targets attracting leading global and regional capital to expedite the growth of the digital economy.

Establishing a financial entity in DIFC is straightforward, involving a streamlined process of five sequential steps:

  1. Submit your interest.
  2. Apply for DFSA Authorisation:

  3. Furnish the DFSA with a regulatory business plan.
  4. Lodge your application with the DFSA.
  5. The DFSA will conduct a thorough final review and provide a recommendation. Upon approval, the DFSA will issue an “in-principle” letter, typically valid for three months.
  • Registered Address: Select and officially register the location within DIFC where your entity will operate.
  • Register with DIFC: Fulfill the prerequisites for registering the entity in DIFC to acquire both the Certificate and the License.
  • Authorization by DFSA: Upon satisfying all DFSA prerequisites, you will be granted DFSA Authorization.

Costs for setting up in DIFC – Dubai International financial centre

The DFSA oversees the assessment and approval of financial services applications, with costs varying based on the specific activities sought, placing the applicant into one of five categories.

DFSA fees typically consist of two elements: 1) an application processing fee and 2) an annual licensing fee.

1) Application fee – starting from $ 5,000.

2) Annual Licensing – starting from $ 5,000.

Registrar of Companies (DIFC ROC)

The DIFC ROC facilitates the establishment of the legal framework for DIFC Regulated Firms. Shareholders may be individuals or corporations, and various options exist, including ‘Private Company Limited by Shares’ and ‘Limited Liability Partnerships.’ Specifically, for the Private Company Limited by Shares structure, the associated setup costs encompass:

Incorporation Application for a Private Company Limited by Shares: $ 8,000
Commercial License Fees: $ 12,000

Data Protection

The data protection notification is an integral component of the new entity registration process in the DIFC, with associated costs outlined below:

Registration: US$ 1,250

Annual renewal: US$ 500

WHAT APPOINTMENTS ARE MANDATORY FOR A CATEGORY 3C-AUTHORIZED FIRM IN DIFC?

Directors (minimum 2, preferably 3-4) – eligible for outsourcing (NEDs).

Senior Executive Officer (SEO) – In-house, must be a UAE resident (can also serve as a director).

Risk Officer (RO) – eligible for outsourcing.

Finance Officer (FO) – eligible for outsourcing (can also be an Executive Director/Senior Manager).

Money Laundering Reporting Officer (MLRO) – eligible for outsourcing, must be a UAE resident (can also be a Compliance Officer).

Compliance Officer (CO) – eligible for outsourcing, must be a UAE resident (can also be an MLRO)

Our Services – WHY MS?

We offer end-to-end solutions for obtaining a Category 3C DIFC License. Whether you need fintech consulting, support during the authorization process, or help preparing legal documentation, MS guides you through the intricacies of the DFSA Rulebook, ensuring your application is thorough, complete, and compliant.

Our range of services includes:

• Evaluating the business model and providing advice on the relevant regulatory framework.

• Crafting the Regulatory Business Plan and creating detailed financial projections.

• Developing all necessary policies, processes, and manuals.

• Offering Outsourced Compliance Officer and Outsourced Finance Officer services.

• Finalizing the legal structure, including setting up a holding company and customizing Memorandums; and

• Completing the leased space arrangements, assisting with bank account opening, and securing Financial Services Permissions.

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MS Group and GASP Unite for a Sustainable Future at COP28 UAE

In a groundbreaking move, MS Group proudly announced a transformative partnership with the Global Alliance for a Sustainable Planet (GASP), marking a pivotal moment in the pursuit of global climate action and sustainable development.

The stage for this momentous announcement was set against the backdrop of the COP28 UAE event, where leaders from across the globe gathered to address the urgent challenges posed by climate change. In response to these pressing issues, MS Group and GASP took a resolute stand, solidifying their commitment through a recently signed Memorandum of Understanding (MOU).

The MOU serves as a symbol of the groundwork laid for pioneering collaborations, knowledge exchange, and influential advocacy across scientific, developmental, and private sectors on a global scale. It’s not just an agreement; it’s a testament to the shared dedication of MS Group and GASP to building a resilient and carbon-conscious world.

Leadership at COP28 UAE

The announcement of this transformative partnership at COP28 UAE underscores the leadership of MS Group and GASP in actively contributing to the global effort for climate action. By aligning forces, both entities are positioning themselves as catalysts for positive change, addressing critical environmental challenges that demand immediate attention.

Paving the Way for Sustainable Initiatives

As the world grapples with climate crises, MS Group and GASP’s collaboration sets the stage for meaningful initiatives that go beyond rhetoric. From pioneering collaborations to knowledge exchange, this partnership aims to drive impactful change and contribute to a sustainable future for all.

This collaboration is an invitation to collectively take significant steps towards a sustainable future. It’s a call to action for individuals, businesses, and communities to join hands in prioritizing environmental stewardship and ensuring a world that thrives for generations to come.

In the spirit of unity, collaboration, and shared responsibility, MS Group and GASP are ready to lead the way towards a brighter, more sustainable future. Let’s embark on this journey together.

Stay tuned for updates on our collaborative initiatives and the positive impact we aim to achieve.

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DIFC Introduces Groundbreaking Sustainable Finance Catalyst

Elevating Dubai as a Global Hub for Sustainable Financial Innovation

On the new era of sustainability and resilience, under the COP 28 critical moment for global transformative climate action, DIFC understands and upholds the need of Sustainability is the new future. In a groundbreaking move, the Dubai International Financial Centre (DIFC) has launched the Sustainable Finance Catalyst to mark COP28’s Finance Day, setting ambitious targets to propel sustainable finance flows from Dubai to over USD 100 billion by 2030. Unveiled on Finance Day during COP28 in 2023, this initiative not only solidifies DIFC’s status as the first global sustainable finance hub in the Middle East, Africa, and South Asia (MEASA) region but also marks a significant legacy to the COP28 conference.

Arif Amiri, Chief Executive Officer, DIFC Authority, said: “During DIFC’s Path to COP28 programme we have worked with the global industry to ensure we continue to make a tangible difference through cross-border collaboration and by setting a strong example of global best practice. The Sustainable Finance Catalyst is designed to help scale our efforts enabled by the first AI-driven sustainability knowledge hub, and a network of strategic partners that will train 1 million sustainability leaders and ultimately grow the Centre’s sustainability-driven start-up ecosystem 50 times its current size by 2030.”

At the core of the Sustainable Finance Catalyst is a commitment to harnessing the power of artificial intelligence (AI) through the world’s first AI-driven sustainability knowledge hub. This technological marvel is set to redefine sustainable finance by providing a centralized intelligence unit dedicated to accelerating Dubai’s presence in the global market. The initiative aims to offer rapid and cost-effective access for companies seeking sustainability knowledge, data, and financing solutions.

The Sustainable Finance Catalyst sets forth several key objectives to be achieved by 2030:

  1. USD 100 Billion Sustainable Finance Flows: The catalyst aspires to elevate sustainable finance flows from Dubai to an impressive USD 100 billion, signaling Dubai’s unwavering commitment to becoming a frontrunner in the global sustainable finance arena.
  2. Centralized AI-Driven Sustainability Knowledge Hub: Housed at the state-of-the-art DIFC Innovation One, the catalyst aims to establish itself as Dubai’s premier central intelligence unit on sustainable finance. Its focus on investing in awareness, capability, and innovation positions the city as a global leader in sustainable financial intelligence.
  3. 1 million Trained Sustainability Leaders: The initiative seeks to activate a network of strategic partners to train 1 million sustainability leaders. This investment in human capital underscores the importance of cultivating a skilled workforce to propel sustainable finance practices.
  4. 50x Growth in Sustainability-Driven Start-ups: The Sustainable Finance Catalyst envisions fostering a dynamic ecosystem by catalyzing a 50-fold growth in its sustainability-driven start-up network by 2030. This audacious target underscores the commitment to nurturing innovation and entrepreneurship within the sustainable finance sector.

Dubai is leading the global push for sustainable finance through initiatives like the Sustainable Finance Catalyst. The Dubai International Financial Centre (DIFC) is using advanced technologies, forming key partnerships, and prioritizing education and innovation to make the city’s financial sector more eco-friendly. This effort benefits Dubai and serves as a model for other financial hubs worldwide. The impact of this initiative is expected to reach beyond local borders, influencing sustainable finance on a global level.

How MS can help you in DIFC?

In the heart of the Dubai International Financial Centre (DIFC), MS is your dedicated Corporate Service Provider, tailored to optimize your business journey. Our expert advisory team navigates the nuances of DIFC, providing strategic insights for informed decisions. With us, company formation becomes swift and compliant, establishing a solid foundation for your venture.

Experience seamless financial management through our Finance Officer Services, complemented by security assurance and regulatory compliance with our MLRO role. Our proficiency extends to precise Accounting and Tax Services, ensuring meticulous records and regulatory adherence.

Beyond mere service provision, MS becomes your strategic partner, enhancing and elevating your corporate experience within the vibrant DIFC landscape. Let’s embark on this journey together, shaping success and growth for your business in DIFC.

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Key Control Functions Outsourced in the UAE MLRO & FO

Overview of Money Laundering Reporting Officer (MLRO) & Finance Officer (FO)

Given the rising requirements in the Dubai International Financial Centre (DIFC) and across the wider United Arab Emirates (UAE), along with the growing demands placed on in-house compliance teams, there is an escalated risk associated with falling short of these stringent standards. In such a regulatory landscape, companies operating in the financial services industry face multifaceted challenges, including complex regulatory changes, the need for specialized expertise, and the critical imperative to prevent financial crimes, such as Money Laundering and fraud. MS recognizes these challenges and offers a suite of strategic coordination services tailored to assist UAE-based companies in navigating the intricate world of financial regulation. These services encompass the provisions of key control functions officers, including Money Laundering Reporting Officers (MLRO), and Finance Officers (FO).

1. Money Laundering Reporting Officer (MLRO):

In a climate where money laundering and financial crimes pose significant risks, MS’s MLROs are equipped to identify and report suspicious activities effectively. They guide companies in implementing robust Anti-Money Laundering (AML) and Counter-Terrorist Financing (CFT) programs.

MLROs are instrumental in safeguarding businesses from potential involvement in illicit financial activities, which could have severe consequences for their reputation and regulatory standing.

2. Finance Officer (FO):

MS Finance Officers bring financial expertise to the forefront. They oversee financial operations, ensuring that financial institutions and companies in the UAE are conducting their financial activities legally and ethically. They also implement and maintain robust internal controls and financial processes. Additionally, they also advise on financial strategies to meet compliance requirements while optimizing financial performances.

FOs are pivotal in maintaining transparency, investor confidence, and the prevention of financial fraud by enforcing regulatory compliance and upholding financial standards.

By offering these control function officers, MS enables companies to offload the responsibility of these critical roles to seasoned experts. This allows companies to focus on their core operations and strategic growth, confident in their ability to meet the heightened compliance requirements in the DIFC and throughout the UAE. Moreover, it reduces the risks associated with regulatory non-compliance, safeguarding a company’s reputation, financial well-being, and position in the highly competitive financial sector. MS’s expert officers become invaluable partners in navigating the intricate regulatory landscape while ensuring that companies meet and exceed the required standards.

How MS can help?

MS specializes in providing extensive support across various aspects of your business journey. Through in-depth analyses of your business model, we offer essential guidance within regulatory frameworks and fine-tune models for optimal alignment. Our expert Outsourced Compliance Officer and Outsourced Financial Officer services ensure you navigate regulatory and financial landscapes with confidence. We take care of the legal intricacies, and concluding business structures, including the establishment of holding companies. Throughout the year, we stand as your reliable partner, offering continuous support for compliance, encompassing vital accounting and tax services. Addressing practicalities, we actively guide you through processes like opening bank accounts and securing financial services provisions, enhancing operational efficiency. In essence, our comprehensive suite of services is designed to elevate the overall success, compliance, and efficiency of your business

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Distributed Ledger Technology Foundations: a groundbreaking Decentralized autonomous organizations regime in ADGM

Further to Abu Dhabi Global Market’s (ADGM) consultation paper on the creation of specialised foundations for decentralised autonomous organisations (DAOs) in April,2023, on 2 November 2023, the ADGM has officially released the groundbreaking Distributed Ledger Technology Foundations Regulations 2023 (DLT Regulations), marking a significant milestone in the evolution of digital assets regulatory frameworks across the region and at an international level.

The Regulations, the first in the world,  will provide a legal framework for the establishment and operation of distributed ledger technology (DLT) foundations.

A DLT foundation is a legal entity that can hold and manage digital assets for a specified purpose, such as supporting a DLT network or protocol.

How to Register a DLT Foundation?

To register a DLT foundation, the founder is required to submit a charter and accompanying documents to the DLT foundation registrar. Additionally, a specified fee must be paid as part of the registration process. The charter should outline the foundation’s objectives, proposed activities, governance structure, identified beneficiaries, and delineate the rights and responsibilities of tokenholders. Tokenholders, defined as individuals holding or managing tokens issued by the DLT foundation, possess specific voting and information-related privileges.

A DLT foundation is required to maintain a minimum initial asset value of US$ 50,000, with the option to receive further endowments from the founder or other external sources. It’s important to note that the assets of the DLT foundation remain separate from those belonging to the founder, councillors, guardian, and beneficiaries. Importantly, these assets are not governed by foreign laws that could impact their ownership or transfer.

What are the Governance requirements of a DLT Foundation?

The governance of a DLT foundation consists of a foundation council, a guardian, and the tokenholders

The foundation council holds the responsibility of overseeing the management of assets and operations of the DLT foundation, aligning with both the charter and the DLT Regulations. Comprising a minimum of two and a maximum of 16 councillors, each subject to specific qualifications and duties, the council has extended authority in managing the foundation’s assets. It plays a main role in executing the foundation’s objectives and ensuring compliance with its charter and relevant obligations by various organizational bodies.

The foundation council possesses veto rights over decisions made by other governance bodies within the foundation. The guardian is appointed by the founder or the council, and has the role of ensuring that the council acts in accordance with the objects of the DLT foundation. The guardian also has certain powers and duties and may be removed or replaced by the council or the tokenholders.

The tokenholders can either approve or reject certain matters that would have an impact on the DLT foundation, including but not limited to, changes to the charter, migration, by passing qualified or ordinary resolutions.

What are the Reporting obligations of a DLT Foundation?

A DLT foundation is mandated to maintain accounting records and prepare annual accounts, which are subject to independent audit by a Registered Auditor. The accounts must be published on the DLT foundation’s website and filed with the Registrar within six months of the end of the financial year. The Registrar holds the authority to review, amend, or mandate corrections to the accounts and can impose fines for non-compliance. Under specific conditions and approvals, a DLT foundation has the option to migrate to or from the ADGM. Additionally, the dissolution of a DLT foundation can occur through court proceedings, Registrar intervention, or by the decision of tokenholders under certain circumstances. If a DLT foundation is removed from the register, it loses its legal entity status, and its assets may be forfeited to the ADGM. Nevertheless, within six years after removal, a DLT foundation can be reinstated on the register if the court or the Registrar deems it just and equitable to do so

As commented by His Excellency Ahmed Jasim Al Zaabi, Chairman of ADGM on the launch and the enactment of the framework as “Abu Dhabi is rapidly emerging as the destination of choice for global players at the forefront of digital asset development. The introduction of the DLT Foundations Regime marks a revolutionary step forward, reinforcing ADGM’s commitment to a proactive approach rooted in extensive cross-industry dialogue and collaboration with various stakeholders. The new regime serves as a driving force for positive change in the digital assets sector. By transforming the blockchain and Web3 landscape, we are moving towards a future characterized by setting global benchmarks with enhanced transparency and efficiency.”, the rapid evolution of Digital Ledger Technology (DLT) in recent years has positioned it as a central component of the global digital assets sector. As a prominent International Financial Center (IFC), the ADGM continues its dedication to advocating technological innovation and providing support for initiatives within the cryptocurrency realm.

ADGM’s commitment to technological innovation and its proactive approach in crafting the DLT Foundations Regime solidifies its position as a leading International Financial Center. The launch of this framework propels ADGM into a future defined by global benchmarks and enhanced transparency, marking a revolutionary step forward in the digital assets sector.

For further inquiries or discussions on DLT foundations, feel free to reach out to us – MS

Disclaimer:

Registered in Abu Dhabi Global Market (Registered No. 000007218),
We are not an ADGM Registered Corporate Service Provider.

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“Empowering Your Business: Mastering Global Ventures with ADGM SPVs – Your Gateway to Strategic Success!”

Special Purpose Vehicles (SPVs) are passive holding companies established for the purpose of isolating financial and legal risk by ring-fencing certain assets and liabilities. It is a private company limited by shares, similar to a UK limited company or a C-Corp in Delaware, established by shareholders for specific purposes, typically to hold shares in other companies. Often, it merely holds shares in the operating companies or subsidiaries responsible for conducting the startup’s business activities. ADGM SPVs have gained popularity as the preferred choice for holding companies among startups and investors in the MENA region.

WHY ADGM SPV?
The choice of ADGM SPV is essential due to the rising regulatory scrutiny, increased risk exposure, and complex cross-border transactions. It’s crucial to segregate financial and legal risks by isolating assets and liabilities associated with specific transactions. This segregation is necessary to safeguard the integrity of these transactions and the assets intended for corporate or private use. SPVs serve a variety of narrow, specific, or temporary corporate and private family objectives, including acting as subsidiaries, project or joint venture entities, facilitating financing, sharing risks, raising capital, structuring intellectual property rights, functioning as holding companies, and providing real estate protection structures.

A non-substantiated vehicle (SPV, special purpose vehicle), which is a free zone company, to conduct “Exempt activities” pursuant to the ADGM Special Company Regulations such as:

  • Acquisition, holding or disposal of any asset;
  • Securitizing assets, Investing in UAE real estate property;
  • Issuing investments;
  • Redeeming or terminating or repurchasing, whether with a view to re-issue or to cancel, an issue in whole or in part, of investments;
  • Entering into transactions or terminating transactions involving investments in connection with the issue, redemption, termination or re-purchase of investment.

Why the adgm as international financial center for spvs?

  • Top tier financial center with numerous international memorandums of understanding in place facilitating international recognition
  • Part of oecd & eu white lists of tax cooperative jurisdictions
  • Common law jurisdiction: common law of england and wales on civil and commercial matters directly applicable which provides high level of legal certainty and reliability. Adgm spvs are subject to the adgm companies regulations 2015
  • Independent adgm courts
  • Best-in-class risk based independent regulatory framework
  • Adgm’s three independent authorities (registration authority, financial services regulatory authority and adgm courts) provide a consistent, reliable and stable legal environment enabling registered companies to conduct business in confidence
  • Access to broad uae double tax treaty network (subject to meeting requirements as set out by ministry of finance to obtain tax domicile certificate)
  • No attestation required for corporate documents
  • Spvs are granted a commercial licence mentioning that the company is conducting special purpose vehicle activities
  • Use of standard form of transactional documentation for increased efficiency
  • Tax benefits:
    • 0% direct tax
    • 0% withholding tax
    • No restriction on repatriation of capital
    • No foreign exchange controls
    • Access to uae network of double tax treaties


 ADVANTAGES OF AN ADGM SPV

  • SPVs are corporate vehicles, typically private companies limited by shares, incorporated to segregate financial and legal risk by ring-fencing assets and liabilities to avoid systemic risk within a Group of Companies – claims made by the SPV’s creditors cannot be attached to the assets of the SPV’s shareholders or any of its sister companies – and ensure that only assets attached to a related transaction are exposed to the associated liabilities.
  • SPV serves to fulfill narrow, specific,, or temporary corporate objectives such as subsidiaries, project or joint venture vehicles, and holding companies.
  • SPV’s cost-effective, straightforward setup process, due diligence procedure & reporting requirements. However, a more limited public disclosure requirement can be met by the use of a ‘Restricted Scope Company’ SPV.
  • SPV can use the registered address of an ADGM registered agent, its ADGM parent company’s address.
  • A Foreign company can re-domicile/ migrate to ADGM pursuant to section 102 (application to Registrar for continuance within ADGM for the issuance of a certificate confirming that it continues as a company registered pursuant to ADGM Companies Regulations) in appliance with main jurisdictions ‘legislations such as BVI, Cayman Islands, Jersey and Guernsey.

 
USES OF ADGM SPVS

1. Securitisation:

ADGM SPVs can be utilized for securitisation purposes, where the originating party can create an SPV to purchase loans or receivables. The SPV issues debt, secured by these assets, ensuring priority payment rights for asset-backed securities holders. This setup limits recourse to the asset originator.

2. Real Estate Investment:

ADGM SPVs can acquire real property titles, limiting recourse for mortgage lenders based on the asset’s location. Selling SPV shares in some jurisdictions can result in lower taxes and transaction fees compared to transferring the property directly.

3. Financing:

SPVs help ring-fence investments, enabling financing without increasing parent company debt levels or exposing parent or SPV assets to cross-liabilities.

4. Asset Transfer:

SPVs facilitate asset transfers along with material agreements. This allows the transfer of ownership while preserving essential agreements crucial to maintaining the asset’s value.

5. Risk Sharing:

SPVs can form project companies for joint ventures, defining management responsibilities while legally isolating joint venture partners from associated risks.

6. Raising Capital:

SPVs can raise capital at favorable rates, with creditworthiness determined by the SPV’s collateral, not the parent company’s credit rating.

7. Intellectual Property (IP):

SPVs can separate valuable IP into standalone entities with minimal liabilities. These SPVs can raise funds and engage in license agreements with third parties. They are particularly useful for managing products with diverse IP components.

Eg 1: Passive Holding Structuring using ADGM SPV (ADGM Special Purpose Vehicle)Passive Holding Structuring using ADGM SPV

Eg 2: Financing – Asset Ring Fencing Structuring: Using ADGM SPV (ADGM Special Purpose Vehicle) 

 Eg 3: Securitisation Structuring: Using ADGM SPV (ADGM Special Purpose Vehicle)

RESTRICTION OF SPVs:

1. Passive Activities Only:

An ADGM SPV is limited to passive activities and cannot conduct commercial operations. It cannot engage in operational activities. The restriction is specific to the holding company’s operational aspect, such as offering consultancy-related services, manufacturing, real estate-related advisories etc and invoicing. These restrictions do not affect its capability to receive funds as dividends.

2. Ownership without Operation:

While it can own shares in operating companies or subsidiaries, an ADGM SPV cannot actively operate or manage the businesses it owns.

3. No Employee Engagement:

ADGM SPVs are prohibited from having employees. This means they cannot hire staff or issue work visas.

4. Limited Commercial Engagements:

They are not allowed to enter into any commercial agreements with customers or suppliers. This includes restrictions on renting office spaces or engaging in direct customer transactions.

5. Financial Transactions Permitted:

Despite limitations, ADGM SPVs can open bank accounts and receive funds. They can handle financial matters, including receiving investment funds or dividends from their subsidiaries.

In the ever-evolving landscape of international business, the strategic significance of ADGM SPVs becomes apparent as a vital foundation. These vehicles offer startups and investors in the MENA region a sophisticated framework that goes beyond the conventional. From facilitating securitization to enabling real estate investments, ADGM SPVs showcase their versatility, providing not just financial structuring but also adept risk mitigation.

What sets ADGM SPVs apart is the commitment of the ADGM to provide legal clarity, coupled with the allure of tax benefits. Positioned as a top-tier financial center, the ADGM underscores the importance of SPVs as the preferred choice for those navigating the intricacies of cross-border transactions amidst heightened regulatory scrutiny.

In essence, ADGM SPVs emerge not just as financial instruments but as strategic allies, seamlessly navigating complexities and providing a robust foundation for startups and investors in the MENA region.



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Things you need to know about CSP’s relationship with ADGM SPV’s

ADGM’s Company Service Provider framework (“CSP Framework”) came into force on 12 April 2021.

The purpose of the introduction of this CSP Framework was to ensure a robust regulatory regime for the provision of company services in ADGM that is aligned with international best practices and to support the ongoing growth of ADGM’s Special Purpose Vehicles (SPVs) and Foundation structures.

The CSP Framework included the following two key elements.

1. Persons providing or intending to provide company services in or from ADGM must meet the strengthened regulatory requirements set out in the amended ADGM commercial legislation and Rules; and

2. Setting up and maintaining a “non-exempt” SPV or foundation in ADGM requires the appointment of an ADGM-licensed Company Service Provider.

On 23rd February 2023, the CSP Framework was amended, introducing additional requirements for CSP Licensees including but not limited to,

  • mandatory annual certification of CSP staff;
  • filing of audited accounts annually (regardless of company size);
  • minimum regulatory capital;
  • staff physical presence in the ADGM registered office;
  • minimum professional indemnity insurance cover; and
  • provision of an annual compliance return.

What are company services?

“Providing company services” under the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2023 means providing any one or more of the following services:

  • acting as an incorporation agent in connection with the incorporation or registration of ADGM body corporates;
  • providing company services to any body corporate incorporated or registered under the Companies Regulations 2020 or the Foundations Regulations 2017;
    acting as a Registered Office Provider;
  • providing directors, secretaries, councillors, registered agent, or other officers to any body corporate in ADGM; or
  • providing nominee shareholders of companies to any body corporate in ADGM
  • “Registered Office Provider” means the business activity of providing registered office services to any body corporate in ADGM.

Being granted an ADGM Company Service Provider (CSP) Licence enables CSPs to be appointed to provide company services (e.g. company formation, registered office address, and company filing services) to non-exempt SPVs and foundations, under ADGM’s CSP Framework.

As we delve into the intricate landscape of ADGM’s Company Service Provider (CSP) Framework, MS Group helps you with setting up advice. We understand the nuances, and we’ve not just embraced the complexity but mastered it. With a commitment to precision, we position ourselves as your trusted partner, ensuring seamless compliance with the CSP Framework. At MS Group, we’re here to meet and exceed your unique business needs in ADGM. Let us be the key to unlocking regulatory excellence tailored just for you.

Under ADGM’s CSP Framework, setting up and maintaining a non-exempt SPV or foundation requires the appointment of an ADGM-licensed Company Service Provider.

Note: existing non-exempt SPVs and foundations must notify the Registrar of the appointment or cessation of a CSP within fourteen (14) days of the appointment or cessation.

Disclaimer:

Registered in Abu Dhabi Global Market (Registered No. 000007218),
We are not an ADGM Registered Corporate Service Provider.