Once your ADGM SPV is incorporated, you will have two types of ongoing obligations:
Event Driven Filings
Most changes to the details of an SPV (or any of its stakeholders) triggers filing obligations with ADGM which are usually time sensitive in nature and must be submitted in the required time frame to avoid late filing penalties.
Common changes include:
a Director or Authorised Signatory or Shareholder changes their residential address;
a change in Director or Authorised Signatory appointments;
a change in shareholders or issued share capital following a share allotment or share transfer; and
an amendment to the Articles of Association or a change to name of the Company.
You can read more on these changes here.
If you need to make changes to your ADGM SPV, you can complete our online scoping form so that we can advise you of the filing fees, process and requirements. Our current fee schedule can be accessed here.
Each year, there are a number of filings that an ADGM SPV must submit. Clara's annual renewal fee of USD 3,195 includes the following annual filings:
commercial licence renewal;
data protection renewal;
annual return (confirming the details regarding directors, shareholders etc are correct); and
The level of disclosure in the annual accounts and requirement for audit depends on the company’s revenue.
Clara's renewal fee includes the use of our registered office address and our appointment as the Company Service Provider for the SPV for a further 12 months. The fee also includes the USD 1,400 payable to ADGM for the renewal of the licence.
Before Clara commences the renewal filings, you will need to:
provide updated KYC for any expired documents that we have on file (this covers all shareholders, directors, authorised signatory and data protection contact),
provide KYC documents that are required annually,
confirm the data regarding the SPV, including all its Stakeholders, and
pay the renewal fee.
Finally, should you require our assistance to file for the annual Economic Substance filings with the Ministry of Finance, our fee starts from USD 495 (ex VAT) for the annual notification and USD 895 (ex VAT) for the full substance report.