Citation, Commencement And Interpretation
These Regulations may be cited as the Foundations Regulations 2017.
These Regulations shall come into force on the date of their publication.
47.In these Regulations –(1) “Accounting Records” is defined as follows:(a) Accounting Records means records that are sufficient–i. to show and explain the Foundation’s transactions,ii. to disclose with reasonable accuracy, at any time, the financial position of the Foundation at that time, andiii. to enable the Councillors to ensure that any accounts required to be prepared comply with the requirements of these Regulations.(b) Accounting Records must, in particular, contain records and underlying documents comprising initial and other accounting entries and associated supporting documents such as:–i. cheques;ii. records of electronic fund transfers;iii. invoices;iv. contracts;v. the general and subsidiary ledgers, journal entries and other adjustments to the financial statements that are not reflected in journal entries;vi. work sheets and spread sheets supporting cost allocations, computations, reconciliations and disclosures; andvii. a record of the Assets and liabilities of the Foundation.(2) “ADGM Founding Law” has the meaning set forth in the Interpretation Regulations 2015;(3) “Assets” means any property in which a Foundation has any interest or over which it has any rights;(4) “Beneficiary” has the meaning set forth in section 31;(5) “By-laws” means the by-laws of a Foundation, if any, adopted under section 11, as may be amended from time to time under section 12;(6) “Charter” means the charter of a Foundation adopted under section 9, as may be amended from time to time under section 10;(7) “Confidential Disclosure” means the following information, whether or not this information is also included in the Charter:(a) the name and address of each of the Councillors;(b) the names and addresses of any Beneficiaries;(c) the names and addresses of the Guardian (if any); and(d) the name and address of each beneficial owner of each Founder which is a Legal Person (if any),to be held confidentially by the Registrar, subject to any requirement to disclose such information to public authorities as set out in subsection 7(10), or in any other applicable law or regulations.(8) “Council” means the council of a Foundation referred to under section 19;(9) “Councillor” means a natural person or Legal Person appointed as a member of a Council under section 22;(10) “Court” has the meaning set forth in the Interpretation Regulations 2015;(11) “Designee” has the meaning set forth in paragraph 9(2)(g);(12) “Foundation” means a foundation established under section 1;(13) “Foundations Register” means the register of Foundations kept by the Registrar under subsection 7(11);(14) “Founder” means each natural person or Legal Person who subscribes their name to the Charter establishing a Foundation acting on their own account or on behalf of another, and who endows the Foundation with a portion of its Initial Assets;(15) “Guardian”, in relation to a Foundation, means a natural person or Legal Person, if any, appointed under section 26;(16) “Initial Assets”, in relation to a Foundation, means the initial Assets endowed by a Founder which become the property of a Foundation;(17) “Legal Person” means a company, a corporation or any other entity having separate legal personality;(18) “Minor” means an individual who is less than 18 years of age;(19) “Non-conflicted Councillors” has the meaning set forth in paragraph 19(4)(f)(iii);(20) “Overseas Foundation” has the meaning set forth in subsection 35(1);(21) “Person” means a natural person or Legal Person;(22) “registered”, in relation to a Foundation, means registered as a Foundation under these Regulations;(23) “Registered Agent”, in relation to a Foundation registered under these Regulations, means the registered agent of a Foundation holding such office under section 18;(24) “Registrar” has the meaning set forth in the Interpretation Regulations 2015;(25) “Registration Application” has the meaning set forth in paragraph 1(1)(a).(26) “Remaining Beneficiary”, in relation to the Surplus Assets, means a natural person or Legal Person who, according to the Charter or By-laws, is entitled to receive any Surplus Assets;(27) “Resolution of Councillors”, in relation to a Foundation, means –(a) a resolution approved at a duly convened and constituted meeting of the Councillors by a simple majority (which in the case of a Foundation with only two Councillors shall mean that both Councillors must assent), or a larger majority as may be specified in the Charter or By-laws, of the Councillors present at the meeting, in person or by alternate or proxy, who voted; or(b) a resolution agreed to in writing by a simple majority (which in the case of a Foundation with only two Councillors shall mean that both Councillors must assent), or by such larger majority as may be specified in the Charter or By-laws, of the Councillors;(28) “Subsequent Transferor” means a natural person or Legal Person who endows a Foundation with Supplementary Assets;(29) “Supplementary Assets” means Assets endowed to a Foundation other than the Initial Assets;(30) “Surplus Assets” means the Assets of a Foundation, if any, remaining after its dissolution;(31) “to endow” means to transfer or covenant to transfer, the title in property, absolutely, with or without consideration, to a Foundation so that the property becomes an Asset of the Foundation;(32) “Unanimous Resolution of Councillors” with respect to a Foundation, means –(a) a resolution approved at a duly convened and constituted meeting of the Councillors by a vote of all the Councillors present at the meeting, in person or by alternate or proxy, who voted; or(b) a resolution agreed to in writing by all of the Councillors;(33) any reference to a level of fine shall be interpreted as a reference to the applicable level set forth in the Commercial Licensing Regulations 2015 (Fines) Rules 2015; and(34) any reference to a regulation, rule or section shall be interpreted as a reference to such regulation, rule or section as may be amended, supplemented and replaced from time to time.
SCHEDULE 1 Fees
The following fees are payable in respect of applications and notifications made in accordance with the Regulations-
Application or notification Fee Payable (USD) Application for registration of a Foundation 200 Application for renewal of a Foundation (Annual Fee) 200 Notification of a change in registered office address 100 Notification of appointment and cessation of a Registered
Agent (if appointed)
100 Notification of change of particulars of the appointed
100 Notification of an appointment and cessation of a Councillor 100 Notification of change of particulars of a Councillor 100 Notification of an appointment and cessation of a Guardian 100 Notification of change of particulars of a Guardian 100 Notification of a change of name of a Foundation 100 Amendment of the Charter by the Founder(s) or in the event of
Founder’s death by Court Order
100 Beneficiary request for information from the Registrar 100 Continuation to ADGM 500 Continuation from ADGM 500 Application to strike off 100 Reinstatement of a Foundation on the Register Nil