Abu Dhabi Global Markets
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Abu Dhabi Global Markets
- 1. CONFIDENTIAL Corporate Registries Forum Botswana 21-25 May 2018 Abu Dhabi Global Market Beneficial Ownership & Control Regulations 2018
- 2. 2 New Regulations Beneficial Ownership & Control Regulations 2018
- 4. 4 Has own rules and regulations Direct application of English Law Local civil and commercial laws dis- applied ADGM Legal Framework
- 5. 5 Background
- 6. 6 Background Combat financial crime Disclosure Compliance Detection, prevention, avoidance Transparency & accountability
- 7. 7 14Nov2017 7Dec2017 12Dec2017 30Jan2018 31Jan2018 Draft Policy Paper First Draft Regulations Review of draft regulations Final draft Public Consultation (4 weeks) 15Mar2018 Final draft regulations post- consultation Board circular (14 days) 18Mar2018 Enact & publish new regulations 17Apr2018 Road Map
- 8. 8 Key Features Duties of ADGM entities Role of the Registrar Register of Beneficial Owner Offences, Fines & Enforcement
- 9. 9 Definition - UBO Threshold = more than 25% Ownership Test Control Test Management Test
- 11. 11 Thank You For any further information ADGM Beneficial Ownership & Control Regulations, please contact: Tina Austria Registration & Incorporation Specialist Abu Dhabi Global Market Email: tina.austria@adgm.com
Editor's Notes
- My name is Tina Austria and I would like to thank you all for staying until this last day of our conference. My role in ADGM includes conducting due diligence on entities who would like to establish presence and conduct business in ADGM. Though we are collecting the information of beneficial owners from day one that ADGM opened its business, we have used the powers granted to the Registar as stated on our Companies Regulations to do that. What I am going to talk about today is the Abu Dhabi Global Market’s approach and how did we come up with our own regulations on beneficial ownersip to align ourselves to this FATFs recommendation in relation to Transparency and beneficial ownership of legal person I have four points that I would like to share with you today. First, I would like to give you a brief introduction regarding ADGM Secondly, provide you a background on how we were conducting our due diligence prior to the enactment of the regulation and the reason and process we went through to enact the beneficial owner and control regulations. Thirdly, the features of our regulations And at the end, I will share with you our definition of beneficial owner. Many of you have attended the 2015 CRF Conference held in Abu Dhabi. That conference was hosted by Abu Dhabi Department of Economic Development. Please note that Abu Dhabi Global Market is different from Abu Dhabi Department of Economic Development. To give you more information about ADGM. I would like to share this short video with you.
- - Now if you look at the map of Abu Dhabi, ADGM’s jurisdiction is only limited within this small island – called Al Maryah island. Which is around 114 hectares.
- - ADGM has its own rules and regulations, with direct application of English law - Local civil and commercial regulations disapplied in ADGM - We are proud to say that we are unique in the region. We find choosing Common law provides flexibility, legal certainty, competitiveness and it is adaptable to the needs of international commerce.
- Since inception of ADGM, ADGM collects information and conducts due diligence on direct owners of ADGM entities and ultimate beneficial owners. The details of ultimate beneficial owners are collected but not published. In collecting these information, Registrar uses powers granted to him and exercises his discretion to request this information – but then we think that it is in the best interest of many, to have a separate regulation that spell out the requirements and obligations of both of our clients and us as a Registrar
- In drafting the regulations, we have the following reasons in mind. 1. To Combat financial crime 2. To disclose- information to regulatory and tax authorities – when needed 3. To be in Compliance with international treaties such as Money Laundering directives, FATF recommendations, in particular recommendation 24. 4. To detect, prevent and for the avoidance of money laundering; and 5. To Bring ADGM in line with global trends towards transparency and accountability This regulations is very first in the UAE and the region.
- This roadmap shows our journey since the drafting of the regulations, public consultation and finalization and enactment of the regulations. The response to the proposal to enact this regulations was very positive (ADGM is only one of very few jurisdictions which has UBO regulations in place ) The Initial draft was to have more than 10% as threshold, but public consultation suggest to have a threshold of more than 25%.
- This regulations is divided into 4 sections. First - Duties of ADGM entities It spells out the obligation of ADGM entities to obtain and maintain up-to-date information on their beneficial owners It imposes the duties on ADGM entities to deliver a record of their beneficial owners to Registrar and notify Registrar of changes; The second section is the Role of the Registrar - The registrar will keep ADGM beneficial owners registry; members of the public will not be authorised to view these information, unless authorised by the ADGM entity. - Registrar can disclose information upon request by law enforcement agencies; The third one is the Register of Beneficial Owner itself The register must be retained adequate, accurate and up-to-date beneficial ownership information The Last section is in relation to Offences, Fines & Enforcement The Regulations grant powers to the Registrar to impose sanctions for non-compliance. Entities can be fined up to USD25,000.
- The last part of my presentation is in relation to the definition of beneficial owners: UBO is defined in our regulation as individual who directly or indirectly owns more than 25% of ADGM company, partnership, trust or foundation. If no individual owns more than 25%, the second and third test is that of individual who controls the ADGM entity and who exercises control over the management of the ADGM entity. UBO disclosure does not apply to public listed companies, branches of foreign companies/partnerships and UAE federal or local government entities. I would like to highlight that ADGM always think about the balance approach. Balance in a sense that, yes, we collect information of the UBOs based on the beneficial owners regulations but at the same time, we also think of the data protection rights of an individual by NOT publishing their information. This concludes my presentation. If you wish to read a copy of our regulations, you can visit this link. Again, Thank you, it was nice meeting you all and have a safe journey home.