Continuance into ADGM

Did you know that you may be able to “continue” your company into Abu Dhabi Global Market (“ADGM”)?

What is continuance?

It is a legal process by which a company incorporated in one jurisdiction exits that jurisdiction and becomes governed by the laws of another jurisdiction. In other words, the company migrates from one jurisdiction to another.

Is my entity eligible to continue into ADGM?

Companies can continue into ADGM under certain circumstances. Generally, these are that:

1. The initial, or “home”, jurisdiction allows a company to continue or migrate outside of it.
2. The company complied with the requirements of the home jurisdiction with respect to continuance.
3. The company applying to continue into ADGM is not:
   • being wound up or is in liquidation;
   • insolvent;
   • in a situation where in respect of any of that entity’s property, a Court or similar body appointed a receiver, manager or administrator;
   • a party to a creditor arrangement or compromise that is still in force (Unless the ADGM Registration Authority approves the arrangement or compromise);
     • the subject of an application pending before a Court to have the entity:
     • be wound up or liquidated;
     • be declared insolvent;
     • have appointed for it a receiver, manager or administrator or to have approved such a compromise or arrangement.
   • an entity with shareholders who have unlimited liability. (In this case, it can apply for continuance as an unlimited company).

What do you need?

If your company satisfies the above criteria, and you wish to continue your company into ADGM, some of the items you will need are:

1. An application to continue into ADGM;
2. Your company’s current articles of association;
3. Proof that your outgoing jurisdiction allows the migration;
4. Consent of the authority in the outgoing jurisdiction to the migration (if applicable);
5. Articles of Continuance – These are the articles of association your company will use in ADGM;
6. Statement of solvency of your company;
7. The identification documents for the company’s directors;
8. The identification documents for the company’s shareholders;
9. The identification documents for the company’s authorised signatories;
10. Proposed name of ADGM entity; and
11. Your company’s ADGM address.

In addition to these continuance-related documents, the company needs to satisfy ADGM’s regular company registration criteria.

The Benefits of ADGM

ADGM is an international financial free zone based in Abu Dhabi, UAE. Its goal is to develop and cement Abu Dhabi’s position as a global hub for business and finance.

Among its advantages:

• It allows for 100% foreign ownership.
• It offers competitive services and is cost-efficient.
• The regulatory authorities are responsive to company needs and adaptive to new developments around the world.
  • Since its establishment in October 2015, ADGM received the “Financial Centre of the Year (MENA)” award for two consecutive years for its initiatives and contributions to the financial and capital markets industry in the region.
  • ADGM is a member of the World Alliance of International Financial Centres (WAIFC), a network of international financial centres committed to sharing best practices and providing investment infrastructure to local economies.
• It runs on an international regulatory framework based on Common Law.
• It has an independent court body.
• ADGM has a state-of-the-art arbitration hearing facility.

Al Tamimi & Company are experts on ADGM. If you would like to learn more about how your company can continue into ADGM, or would like advice on other ADGM aspects, please contact Hassan Al Jarrah and Nasouh Raslan for advice and assistance.