Company Incorporation in ADGM and DIFC

The Abu Dhabi Global Market (ADGM) and the Dubai International Financial Centre (DIFC) are leading international financial centres in the Middle East, offering strategic locations, and access to a diverse talent pool. Both have robust regulatory frameworks, a zero percent corporate tax rate for most activities subject to maintaining adequate substance and deriving qualifying income, and unique legal systems in accordance with English Common Law principles.

Permitted Business Activities

Both ADGM and DIFC cater to a wide array of business activities, from financial activities, non-financial activities, tech start-up related incentives, to retail activities. Whether you’re a startup or an established enterprise, you’ll find the right framework and licence activities for your operations.

This article focusses on non-financial activities.

There are many non-financial licence activities available across both jurisdictions.  A non-financial company is not subject to financial services regulatory requirements, but may be subject to Anti-Money Laundering requirements if the entity conducts activity that would be considered a Designated Non-Financial Body or Profession (“DNFBP”).

The list of Non-financial licence activities is extensive, it includes:

1. Management Consultancy;
2. Proprietary Investment Company;
3. Head Office activities – for those who may wish to establish a presence in the region to oversee and manage operations
4. Treasury Management.

DNFBP activities include, but not limited to: 

1. Accounting & Auditing
2. Legal
3. Real Estate agents
4. Dealers in precious metals / stones
5. Company Service Providers

A DNFBP is subject to AML requirements, including but not limited to the appointment of a Money Laundering Reporting Officer, maintaining an policies and conducting due diligence on client relationships.  A DNFBP applicant must evidence that they have established AML systems and controls as part of the application process.

The Incorporation Process

The process for setting up an entity involves the following steps:

– Choose Your Business Nature and Structure: Decide the nature of your business and the type of legal structure that suits your need – whether it’s a private company, branch, or partnership.

– Prepare Documentation: Gather necessary documents, including resolutions and identification of key persons such as Directors, Signatories and Shareholders.

– Secure Office Space: Find and secure an office space.  All operational entities must have a presence within the relevant freezone.

– Submit Application: Complete and submit your application online, along with the required documentation.

– Licence Issuance: Upon approval, you’ll receive your commercial licence, allowing you to operate legally.

Fees

The fees for setting up in ADGM and DIFC are competitive and transparent. While the exact costs can vary based on the business structure and activities, the following are the expected initial fees for a limited company not subject to any specific incentive.

How will Reg Wise Partners support you

Setting up your business can be challenging, particularly if you are a new entrant to the region, or your time is valuable. Reg Wise Partners is here to support you through every step, project managing the incorporation, completing filings on the relevant registration portal; and ensuring you meet all requirements and streamline your application.

From document preparation to strategic support and advice, we’re committed to helping you establish a successful presence in the ADGM or DIFC.

About Reg Wise Partners

Reg Wise is an owner-operated ADGM incorporated business. We place our clients at the forefront of everything we do. Our commitment lies in delivering tailored solutions to meet our clients’ needs and fostering a sense of value and appreciation in every engagement.

At Reg Wise, we offer comprehensive support in:

• Regulatory authorization applications
• Outsourcing of mandatory functions
• Regulatory advice and guidance
• Regulatory remediation support as an appointed Skilled Person
• Accountancy and bookkeeping
• Company incorporations
• Visa applications

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