All ADGM company incorporations (SPV, Tech Startup and Operating Companies) will require the following documents:
Articles of Association | An initial document signed by the incorporating shareholders setting out how the new company will be governed and key rights and responsibilities of directors and shareholders. |
Consent to Act | Signed by individuals or representatives of corporate entities that will be appointed as a Director to the new company. Also signed by the individual(s) being appointed as the the Authorised Signatory. It evidences their consent to be appointed in their particular role in the new company. |
Data Protection Declaration | A document signed by the Data Protection Contact for the new company confirming the data processing activities of the new company |
Economic Substance Activity Declaration | A document confirming whether the new company will conduct any relevant activity under the UAE Economic Substance Regulations |
Fit & Proper Declaration | A declaration signed by each individual being appointed as a Director or Authorised Signatory confirming that they are fit & proper to take on the role in the new company. |
Name Declaration | A document signed by the incorporating shareholder(s) accepting responsibility for the selected name of the new company and confirming any associations with similarly named entities. Any abbreviations or special meaning in the company name must be explained. |
Passport Summary | A document to be signed by all individuals who will have a role in the new company (director, shareholder, authorised signatory, data protection contact) confirming the nationality and passports held by each person (whether past or present). |
Nominee Confirmations | There are two documents that need to be signed by the incorporating shareholders with respect to nominees. One confirms whether are any nominee shareholders for the new company. The other confirms if anyone is acting in a nominee capacity as a director or authorised signatory. |
Resolution of Incorporating Shareholders | This document is signed by all incorporating shareholders and confirms the agreement to incorporate the new company. It confirms who will be the director and authorised signatory. It also confirms who will be the incorporating shareholder(s) and the shares they will receive at the time of incorporation. |
UBO Declaration Form | This document is signed by the incorporating shareholders and confirms who will be the ultimate beneficial owners of the new ADGM company |
In addition to the documents listed in the above table, an SPV application will also include:
A Business Plan using the ADGM prescribed form
Consent Letter to use the registered office address of Clara as the appointed Company Service Provider
Company Service Provider appointment form confirming Clara's appointment.
In addition to the documents listed in the above table, a Tech Startup and Operating Company will need to submit a customised business that goes into detail on the proposed operations for the new company.
Following incorporation of the new company, Clara will prepare additional documents, including:
Statutory registers for the new company
Share certificates to be signed by a Director
Board resolution confirming the location of the Company's financial records.