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Special Purpose Vehicles: Unlocking Opportunities for Stakeholders

Introduction

Ever wondered how SPVs can be advantageous for various stakeholders such as business families, investors, entrepreneurs, property investors, and existing companies? Here is a good read on the same!

Understanding SPVs

ADGM SPV is a Body Corporate whose sole purpose, either generally or when acting in a particular capacity, is to carry out one or more of the following functions:

  • Issuing Investments
  • Redeeming or terminating or repurchasing, whether with a view to re
  • Issue or to cancellation, an issue, in whole or part, of Investments; or
  • Entering into transactions or terminating transactions involving
  • Investments in connection with the issue, redemption, termination or
  • Repurchase of Investments, and has been explicitly established for the purpose of:
  • Securitizing assets; or
  • Investing in Real Property

An ADGM SPV allows the holding of various assets, including shares of private and publicly listed companies, real estate properties, intellectual property rights (such as trademarks), and more. It is important to note that SPVs are limited to engaging in “passive” activities and cannot operate actively. Consequently, SPVs do not have employees and are not eligible for work or residency visas in the UAE.

  • Benefits of SPV

    The flexibility of Asset Ownership

SPVs offer flexibility in asset ownership, providing advantages to various parties, including:

Investors and businesspeople who can corporatize their share ownership in UAE limited liability companies (LLCs) by utilizing SPVs.

  • Real estate investors, both individuals and corporate entities, who can use SPVs to hold their property assets, whether it’s a single property or a portfolio. Large property portfolios can be allocated to different SPVs based on geography or property type.
  • Inventors, companies, start-ups, and founders can use SPVs to hold intellectual property rights, allowing for licensing agreements and pooling of royalties or licensing fees.
  • Business families with complex ownership structures can streamline their ownership at the family level by using SPVs to allocate different family companies to separate SPVs based on geographic or sector-specific divisions.
  • Companies entering into a joint venture (JV) agreements can establish a specific SPV for the JV or use their own SPV to enter into the partnership.

Segregation of Risk

  • As private companies are limited by shares, SPVs offer limited liability to shareholders. This means that shareholders’ liability is limited to their investments in the SPV, and their other assets are generally shielded from liability, except in cases where personal or corporate guarantees are provided. This segregation of risk allows for greater protection and separation of liabilities among different entities or individuals.
  • Third-Party Beneficiary Arrangements

ADGM recognizes the use of third-party beneficiary arrangements, such as nominee agreements and trust agreements. These arrangements allow for the protection of third-party rights and enable one shareholder to hold shares on behalf of another party. For example, while Individual A may be the legal shareholder of an SPV, Individual B can be the beneficial owner of the shares.

Flexible Shareholding

ADGM provides a flexible shareholding regime, offering the following advantages:

  • No residency requirements for shareholders.
  • No minimum capital requirement.
  • Multiple classes of shares can be issued, allowing for different rights such as voting rights, preferential, dividend, pre-emptive rights, etc.
  • Incorporation of pre-emption rights, such as rights of first offer, drag-along rights, and tag-along rights, into the SPV’s Articles of Association or a separate shareholder’s agreement.
  • Ease of share transfers.
  • The ADGM SPV Nexus Requirement

When registering an ADGM SPV, applicants must demonstrate an appropriate connection or “nexus” to ADGM, the UAE, or the GCC to satisfy the ADGM Registration Authority. This can be achieved by showing that an individual, family, or company based in the UAE or GCC will own or control the SPV, or the SPV holds assets in the UAE or GCC, or the SPV facilitates transactions benefiting the UAE. Non-UAE residents solely holding assets outside the UAE or GCC are unlikely to meet the nexus requirement.

  • ADGM SPVs and Tax Residency Certificates (TRCs)

Generally, ADGM SPVs are not eligible for Tax Residency Certificates (TRCs). However, if the SPV has a UAE parent company with operational assets in the UAE or owns an UAE subsidiary with operational assets in the UAE, it may be eligible for a TRC, subject to the discretion of the UAE Ministry of Finance.

  • ADGM SPVs and Economic Substance Regulations (ESR)

ADGM SPVs engaged in holding company business or owning intellectual property rights may be subject to the Economic Substance Regulations (ESR). These regulations require companies to demonstrate adequate economic substance in the UAE.

SPV and Asset Securitisation
Factoring and securitization structures are commonly used by businesses to convert illiquid assets into cash flow. Factoring involves selling assets, typically account receivables, to banks and financial institutions at a discounted price. In contrast, securitization structures aim to obtain funding from not just the banking sector but also the wider investment and capital markets.

An SPV plays a crucial role in achieving the twin objectives of transferring assets for the benefit of investors and creating capital market instruments in a securitization structure. SPVs are solely created to hold the assets to be transferred by the originator, ring-fencing them for the SPV’s beneficiaries. The SPV also issues financial instruments that provide exposure to the underlying assets. Investors indirectly acquire these assets through the securities issued by the SPV, depending on their risk appetite. While the SPV becomes the legal owner of the underlying assets, it acts as a conduit between the assets and the ultimate investors, making the security holders the ultimate beneficiaries.

Foreign investors often face challenges setting up onshore SPVs and implementing securitization transactions due to restrictions on foreign shareholding and filing requirements under UAE law. Additionally, UAE law does not recognize the concept of trust, which is a critical structuring tool in securitization. However, the legal frameworks of ADGM and DIFC are based on English and common law, allowing the use of trust structures in connection with the SPV regime.

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Stay Compliant and Streamline Your ADGM Annual Accounts Filing: A Guide to Smooth Financial Reporting in Abu Dhabi Global Market.

ADGM ANNUAL ACCOUNTS

Introduction:
Every ADGM (Abu Dhabi Global Market) Company and Limited Liability Partnership (LLP) is required to file annual accounts with the ADGM Registration Authority. These accounts reflect the financial performance of the company or LLP over the course of the financial year. However, certain types of entities, such as branches and Foundations, are exempt from the annual filing requirement. In this article, we will provide an overview of the types of accounts that need to be filed, formal requirements to be followed, deadlines for filing, and the process of submitting annual accounts through the ADGM online registry solution.

Types of Accounts to File:

The specific type of accounts you need to file depends on the type and size of your company or LLP, as well as the activities it conducts. Generally, the following must be filed:
Audited annual accounts: These accounts must be audited by an ADGM Recognised Auditor. Along with the audited accounts, you must include the Auditor’s Report.
Director’s Report: This report provides an overview of the company or LLP’s performance during the financial year. It should include relevant information about the financial position, results, and activities of the entity.
Board resolution approving the accounts: A board resolution must be passed to approve the annual accounts before they are filed.
Simplified Accounts for Small Companies:


If your company or LLP qualifies as a “small” entity under the small company’s regime, you may file a simplified version of the accounts. This includes an unaudited balance sheet. To qualify as a small entity, your turnover should not exceed USD 13.5 million, and you should have no more than 35 employees. Public interest entities and financial services firms are not eligible for filing simplified accounts.

Formal Requirements:

When preparing annual accounts, several formal legal requirements must be followed, including:
Denomination in U.S. Dollars (USD): All annual accounts must be expressed in U.S. Dollars.
Signatures: Balance sheets must be signed by a director, and the name of the director must be stated. For audited accounts, the director’s report must be signed by a director or the company secretary, and the name of that person must be stated.
Auditor’s Report: For audited accounts, the auditor’s report must state the name of the audit firm and the name of the person who signed it as the senior auditor.

Filing Deadlines:

The filing deadlines for annual accounts are calculated based on the company or LLP’s Accounting Reference Date (ARD). The ARD is set at the time of incorporation and can be viewed on the ADGM online registry system. The deadlines are as follows:
• First annual accounts: For new private companies or LLPs filing their first annual accounts, the deadline depends on whether they have a short or long first financial year. If the financial year is 12 months or less, the first set of annual accounts must be filed within nine (9) months of the ARD. If the financial year is more than 12 months, the accounts must be filed within nine months of the first anniversary of incorporation.
• Subsequent annual accounts: For existing private companies or LLPs filing their second or subsequent annual accounts, the accounts must be filed within nine (9) months of the ARD.

Note: Public companies have a filing period of six (6) months instead of nine.

Changing the ARD:
If eligible, a company or LLP can request a change in the ARD by notifying the Registration Authority through the ADGM online registry solution. A directors’ resolution supporting the change must be submitted.
Account Filing Extension:
In exceptional cases, the Registrar may approve an application to extend the deadline for filing accounts. Applications must be submitted prior to the filing due date.
How to File Annual Accounts:
All annual accounts must be filed via the ADGM online registry solution. Follow these steps:
• Access your firm’s account on the ADGM online registry solution.
• Click on the “Maintain Company” button from the top menu bar.
• From the drop-down menu, select “Lodge Annual Accounts.”
• Follow the instructions provided and upload a copy of the annual accounts and any supporting documents.
• Once submitted, you will receive an automatic acknowledgment via email.
• The Registration Authority may review your annual accounts before acceptance. If revisions are required, they will be returned to you for amendment.
• Upon acceptance, you will be notified immediately through the online registry solution.

Conclusion:

Filing annual accounts is a crucial requirement for ADGM companies and LLPs. By understanding the specific types of accounts to file, meeting formal requirements, adhering to filing deadlines, and using the ADGM online registry solution, entities can ensure compliance with the ADGM Registration Authority’s regulations. Be sure to consult the official ADGM guidelines and seek professional assistance when necessary to facilitate a smooth and accurate filing process.

How MS can help you:

We have a solid team who is well-experienced in assisting with Annual accounts Filing. Want to stay compliant and avoid regulatory fines? We are here to help you!

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Understanding the UAE’s New Tax Service Fees: A Private Clarification

Overview of the New Tax Service Fees:

Staying updated with the latest regulatory changes is crucial for businesses in the evolving landscape. In the United Arab Emirates (UAE), the government has recently announced new tax service fees, effective from June 1st. These fees aim to streamline tax administration processes and ensure efficient service provision. In this blog post, we will delve into the key details of the announcement and its potential implications for businesses operating in the UAE.
The UAE’s Federal Tax Authority (FTA) has introduced new tax service fees that businesses should be aware of. These fees cover various tax-related services provided by the FTA. It is important to consult the FTA’s official guidelines for the most up-to-date and accurate information on these fees.

Conclusion:

The UAE’s new tax service fees, implemented on June 1st, aim to improve tax administration and provide high-quality services to taxpayers. By staying informed and proactive, companies can navigate these changes smoothly, contributing to their long-term growth and success in the UAE’s dynamic business environment.

How MS Can Help You?

At MS, we understand the complexities of accounting and taxation in the UAE and are well-equipped to assist businesses in navigating these changes smoothly.
As an experienced accounting and taxation consultant, our team at MS can provide guidance and support in understanding and complying with the new tax service fees. We can help businesses assess the specific fees applicable to their operations by keeping up to date with the FTA’s official guidelines. Our experts can also assist in reviewing internal processes to ensure efficiency and accuracy in tax-related matters, minimizing the risk of penalties or additional fees.
We are committed to helping businesses adapt to the changing tax landscape in the UAE, providing expert guidance and support tailored to their specific needs.

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What does it mean to be subject to the Regulations?

Understanding the Economic Substance Regulations: Who Needs to Comply?

Being subject to the Economic Substance Regulations means that a business falls within the scope of the regulations and is required to comply with their provisions. The ESR applies to entities that engage in specific activities known as “Relevant Activities” within the UAE.

The Relevant Activities include:

  1. Banking Business
  2. Insurance Business
  3. Investment Fund Management Business
  4. Lease-Finance Business
  5. Headquarters Business
  6. Shipping Business
  7. Holding Company Business
  8. Intellectual Property Business
  9. Distribution and Service Centre Business

If a business carries out any of these relevant activities, it is considered subject to the ESR. As a result, the business must meet the economic substance requirements and fulfill reporting obligations as outlined by the regulations.

The economic substance requirements generally include the following:

  1. Conducting Core Income-Generating Activities (CIGAs): The business must ensure that the CIGAs relevant to its activities are conducted within the UAE.
  2. Adequate and Appropriate Operating Expenditure: The business should have sufficient operating expenditure, premises, and employees in the UAE to carry out its activities effectively.
  3. Directed and Managed in the UAE: The business’s board of directors or equivalent should make strategic decisions within the UAE.

Failure to meet these requirements can result in penalties, including financial sanctions and potential reputational damage. It is important for businesses subject to the regulations to actively assess their compliance and take appropriate measures to fulfill their obligations.

Conclusion:

Being subject to the Economic Substance Regulations in the UAE means that a business engages in one or more of the relevant activities listed in the regulations. This entails complying with the economic substance requirements, conducting CIGAs in the UAE, maintaining adequate operating expenditure, and ensuring that strategic decisions are made within the UAE. Businesses subject to the ESR must stay informed about their obligations, carry out internal assessments, and take proactive steps to meet the requirements. Compliance with the regulations is crucial to avoid penalties and ensure adherence to the UAE’s regulatory framework.

Disclaimer: The information provided in this article is for general informational purposes only and should not be considered legal or professional advice.

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Will the Regulatory Authorities tell businesses if they are subject to the Regulations?

Does Your Business Fall Under Regulatory Compliance? Find Out! 🔍

While the regulatory authorities in the UAE, such as the Ministry of Finance and the Federal Tax Authority (FTA), provide guidelines and information regarding the ESR, it is ultimately the responsibility of businesses to determine whether they are subject to the regulations.

The determination of ESR applicability depends on various factors, including the nature of the business activities conducted within the UAE. If your business engages in any of the “Relevant Activities” outlined in the ESR, it is likely to fall under the regulations’ purview.

It is essential for businesses to assess their activities carefully and evaluate whether they fall within the scope of any of these relevant activities. Seeking professional advice from legal or tax experts can greatly assist in determining your ESR obligations.

Businesses should also note that regulatory authorities may perform assessments and audits to ensure compliance with the ESR. Non-compliance with the regulations can result in penalties, including fines and potential reputational damage.

Taking a proactive approach to understanding and meeting your ESR obligations is crucial. By conducting an internal assessment of your activities and seeking professional guidance, you can ensure compliance and avoid any potential penalties.

Conclusion:

When it comes to Economic Substance Regulations (ESR) in the UAE, businesses are responsible for determining their own obligations under the regulations. Regulatory authorities provide guidelines and information regarding the ESR, but it is ultimately up to businesses to assess their activities and evaluate whether they fall within the scope of the relevant activities listed in the regulations.

To ensure compliance with the ESR, businesses should conduct internal assessments, seek professional advice, and take proactive steps to meet their obligations. Staying informed about updates and developments in the ESR landscape is also crucial for ongoing compliance.

Disclaimer: The information provided in this article is for general informational purposes only and should not be considered legal or professional advice.

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Understanding ESR in UAE: Are Branches Subject to the Regulations?

Are branches subject to the Regulations?

The answer to whether branches are subject to the ESR depends on certain factors. It’s crucial to note that ESR applies to entities that engage in “Relevant Activities” within the UAE. These activities include:

  1. Banking Business
  2. Insurance Business
  3. Investment Fund Management Business
  4. Lease-Finance Business
  5. Headquarters Business
  6. Shipping Business
  7. Holding Company Business
  8. Intellectual Property Business
  9. Distribution and Service Centre Business

If a branch conducts any of the relevant activities mentioned above, it falls under the purview of the ESR. However, if the branch solely performs administrative or support functions and does not engage in any relevant activity, it may be exempted from the ESR requirements.

Where do I report the details of my branch?

If your branch is subject to the ESR, it is crucial to understand the reporting obligations associated with it. The Regulatory Authority in the UAE, the Ministry of Finance, has designated the Federal Tax Authority (FTA) as the entity responsible for collecting and administering ESR-related information.

When reporting the details of your branch, you will need to provide the following information:

  1. Entity Information: Include details such as the legal name, trade name, and trade license of the branch.
  2. Activities: Clearly specify the nature of activities carried out by the branch, ensuring they align with the relevant activities listed under the ESR.
  3. Financial Information: Provide financial statements and relevant financial data for the branch.
  4. Employees: Disclose the number of employees engaged in the branch’s activities.
  5. Physical Assets: Report the value and location of physical assets used by the branch in its operations.
  6. Core Income-Generating Activities (CIGAs): Identify and describe the CIGAs performed by the branch in the UAE.
  7. Confirmation: Declare that the branch has met the Economic Substance Test and attach any supporting documentation if required.

Conclusion:

Compliance with the Economic Substance Regulations is crucial for businesses operating branches in the UAE. Determining whether your branch falls under the scope of ESR is essential, as it will dictate your reporting obligations. If your branch engages in relevant activities, it must report the necessary details to the Federal Tax Authority (FTA) in accordance with the regulations.

We hope this article has provided you with valuable insights into the treatment of branches under the ESR and the reporting process. Stay tuned for our next blog, where we will explore another relevant topic related to Economic Substance Regulations in the UAE.

Disclaimer: The information provided in this article is for general informational purposes only and should not be considered legal or professional advice.

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Determining Economic Substance Regulation (ESR) Applicability for Your Business in the UAE

How to determine if your business is subject to Economic Substance Regulation (ESR) requirements in the UAE?

As the deadline for Economic Substance Regulation (ESR) compliance approaches in the UAE, businesses must ensure they understand if they fall under the scope of the regulation. ESR requires businesses in certain sectors to demonstrate economic substance in the UAE, and failure to comply could result in significant penalties. In this article, we will explain how to determine if your business is subject to ESR requirements in the UAE.

Determine if your business falls within the scope of ESR: ESR applies to businesses that undertake “relevant activities,” including banking, insurance, intellectual property, shipping, and holding company activities. Review your business activities to determine if they fall under any of the relevant activities outlined in the regulation.

Assess the level of activity conducted in the UAE: If your business engages in relevant activities, the next step is to determine if there is sufficient economic substance in the UAE. This involves assessing the level of activity, assets, and employees based in the UAE.

Identify if your business is a “Licensee”: ESR requirements apply to businesses that are licensed in the UAE, including free zone entities. If your business holds a license to operate in the UAE, it is likely subject to ESR requirements.

Determine if your business is exempt: Certain entities are exempt from ESR requirements, including entities that are tax-resident outside the UAE, and those that are wholly owned by UAE residents. Review the regulation to determine if your business qualifies for an exemption.

In conclusion, determining if your business is subject to ESR requirements in the UAE requires a thorough review of the regulation, your business activities, and presence in the UAE. If you are unsure about whether your business is compliant with ESR regulations, seek advice from a qualified professional to avoid penalties and ensure compliance before the June deadline.

Disclaimer: The information provided in this article is for general informational purposes only and should not be considered legal or professional advice.

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Economic Substance Regulation: UAE Adopts Global Tax Standards for Enhanced Transparency

The Economic Substance Regulation (ESR) is a set of rules introduced by the UAE government to align with the global standards of tax transparency and combat tax evasion. Under ESR, businesses in the UAE must demonstrate that they have sufficient economic activity and presence in the country to justify the income they earn and the taxes they pay.

ESR applies to businesses that conduct specific activities, such as banking, insurance, investment management, and intellectual property. The regulation impacts all companies in the UAE, including those in free zones and offshore jurisdictions.

Failure to comply with ESR requirements can result in hefty penalties, including fines, suspension of licenses, and reputational damage.

To ensure compliance with ESR, businesses in the UAE must maintain accurate records and document their economic substance through various criteria, including:

Physical presence in the UAE, such as offices, employees, and assets

Active management of relevant activities within the UAE

Adequate operating expenditures in the UAE

Qualified employees and equipment in the UAE

Appropriate levels of revenue generated in the UAE

As the June deadline approaches, businesses must take proactive steps to ensure they meet the ESR requirements. This includes reviewing their business operations, documenting their economic substance, and reporting to the relevant authorities.

In summary, compliance with ESR is a crucial aspect of doing business in the UAE, and failure to comply can result in significant consequences. By taking proactive steps to ensure compliance, businesses can avoid penalties and maintain their reputation in the market.

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ADGM’s New Horizons:

Expanding to Al Reem and Paving the Way as a Leading Financial District!

An important milestone for Abu Dhabi and ADGM was reached on May 8th, as the International Financial District grew to incorporate both Al Maryah and Al Reem islands, with a total area of 1,438 hectares. This expansion made it one of the biggest financial districts in the world.
Expanding to Al Reem and Paving the Way as a Leading Financial District!

Picture credits to ADGM.

The fastest-growing IFC in the area is ADGM, and this growth results from greater demand from local and international businesses who have chosen Abu Dhabi as their preferred place to live and work.
Businesses in the financial district will profit from being subject to the English common law of the financial freezone, having the chance to recruit top personnel, and having more accessible access to investment and business possibilities by being a part of the dynamic community of ADGM.
ADGM will keep assisting the community and improving its offerings, and we’re excited to celebrate the various establishments, amenities, and facilities for the high quality of life that the two islands have to offer.
Welcome to ADGM, Al Reem Island companies, retailers, institutions, and people.

Thinking of Setting Up Your Business in ADGM?

Are you considering setting up your business in ADGM’s rapidly expanding financial district? Let MS, guide you through the complex process of business incorporation in ADGM.
With our extensive experience in the industry, we can provide you with expert guidance and support tailored to meet your specific needs and goals. We’ll advise you on company structure and governance, ensure compliance with local regulations and laws, and help you set up for long-term success in ADGM’s thriving business ecosystem.
Beyond incorporation, we offer a range of essential business services, including accounting, taxation, and corporate finance. Our deep expertise and knowledge of the local market will help you make informed decisions and achieve your business objectives more efficiently and effectively.

WHY MS

  1. We are an Energetic, Passionate, and curious mix of technologists, Lawyers, Problem Solvers, and Business builders with diverse expertise and background.
  2. We believe our success comes from giving our clients the support to become the best they can be.
  3. We value our clients and are committed to adding value to all our engagements without compromise.
  4. We strive to find solutions to the challenges as we are known to have mastered the“magic of getting things done.”
  5. We are responsive and believe in maintaining an open line of communication with our clients.

Unclear about ADGM-Al Reem expansion?
Check out our FAQ here.

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Frequently Asked Questions – ADGM Expansion

1. What is ADGM?

ADGM is an international financial centre, in the form of a Financial Free Zone established in the Emirate of Abu Dhabi, able to develop its own laws and regulations based on the application of English common law: there are some exceptions, however, where the laws of the UAE are applicable in ADGM, most notably the criminal law. You can find out more about ADGM by visiting the website www.adgm.com.

2. What does ADGM jurisdiction expansion mean?

Al Reem Island was governed by UAE federal and Abu Dhabi local laws. From the 24 April 202 when Cabinet Resolution No. (4) of 202 was issued expanding the jurisdiction of ADGM to Al Reem Island, ADGM’s legal and regulatory frameworks have been in force for Al Reem Island. However, ADGM and its authorities are currently working with key government stakeholders and other local authorities to ensure that there is a smooth transition to allow all establishments and real estate on Al Reem Island to meet the relevant requirements of ADGM’s legal and regulatory framework during or by the end of the transitional arrangements. It should be noted that federal criminal law will continue to apply to Al Reem Island.

3. When will this be effective?

ADGM’s legal framework became effective for Al Reem Island on 24 April 2023 when Cabinet Resolution No. (4) of 2023 was issued. ADGM and its authorities are currently working with key government stakeholders and other local authorities to finalize the necessary transitional arrangements that cover the activities of all entities presently operating on Al Reem Island, including those engaged in the financial services industry. The relevant ADGM authority will contact the Al Reem island community with more details on the transition process in due course.

4. How does it impact you?

Although the change to ADGM’s geographical jurisdiction took effect on 24 April 2023, in the interim, establishments and real estate on Al Reem Island can continue to operate and carry on business as before. However, ADGM and its authorities are currently working with key government stakeholders and other local authorities to finalize the necessary transitional arrangements that cover the activities of all entities presently operating on Al Reem Island, including those engaged in financial services.

During the transitional arrangements, establishments operating in Al Reem Island should consider whether they wish to apply for the appropriate license, registration, and authorization to remain on Al Reem Island within ADGM jurisdiction or make arrangements to relocate outside of ADGM to continue being governed by the UAE federal and Abu Dhabi local legal and regulatory frameworks, that they were subject to prior to the expansion.

5. What will happen to your applications currently being processed by a federal or a local authority?

Processing of all applications will continue without change until further notice.

6. You have just renewed your residential tenancy with your landlord and registered Tawtheeq in Al Reem Island. What happens to you?

Processing and registration of all residential tenancies including the processing of other services related to real estate will continue without change and with the relevant government authority until further notice.
Your current DED license is expiring soon.

7. What are your options?

Renew it with the Department of Economic Development Abu Dhabi until further notice.

8. What happens to your current employment visa?

Your visa will remain valid as usual until further notice.

9. Are you looking to obtain building permits, infrastructure services, planning services, or any other municipality-related services?

Reach out to the Department of Municipality Abu Dhabi for all such services until further notice.


10. You are already an ADGM establishment based on Al Maryah Island?

It is business as usual for all existing ADGM establishments.