There are two primary tests to establish who is the Ultimate Beneficial Owner (UBO) of an ADGM Company:
1. Ownership: If there is a natural person who owns, either directly or indirectly, 25% more more of the shares in the ADGM company, they will be classified as a UBO. If there is a nominee shareholder, you must look behind the nominee arrangement and the beneficial owner of those shares must be listed as the UBO.
2. Control: if there is a natural person who holds, or may exercise, directly or indirectly, 25% or more of the voting rights in the company, they will be classified as a UBO. A person will also be a UBO by way of control if they hold, or may exercise, the right to directly or indirectly appoint or remove a majority of the board of directors of the company.
In the case where the beneficial owner is a listed company, a company wholly-owned by the UAE Government or one established by Emiri decree within the UAE, this company will be treated as the UBO and will be included on the UBO register for the ADGM company.
You must apply both the ownership and control test to identify the UBOs of an ADGM company. If, after applying both tests, no natural person is identified as a UBO, then you apply the Management Test.
3. Management Test: any natural person who holds the position of officer of the ADGM company. This will include the director(s) and company secretary (if one is appointed).
If the ADGM entity is a foundation or similar arrangement, then the beneficial owners will be:
the founder
the foundation council members (except any council member that is an ADGM CSP)
the guardian (if one is appointed)
the beneficiaries (if named) or designee (if applicable)
any person who has control over the foundation.