• How to determine the beneficial owner?

    • Test 1 Test 1: The Ownership Test

      The ownership test is to identify the individual who ultimately own the ADGM Entity. Ultimate owners are considered to be a registrable beneficial owner and their information and identification documents must be provided to the Registration Authority at the time of application and must be kept up-to-date throughout the lifecycle of ADGM Person.
      To help you identify the registrable beneficial owners, please refer to the illustration below. Registrable beneficial owners are identified through grey boxes.

      • Direct Ownership

        In this example, Individual 1 owns 100% of the ADGM Entity. He is the beneficial owner.

        In this example, Individual 1 and Individual 2 are direct owners of ADGM Entity. Both individual are the beneficial owners.

      • Indirect Ownership

        In this example, Individual 1 is the indirect owner and beneficial owner of the ADGM Entity.

        In this example, Individual 1 and Individual 2 are indirect owners and beneficial owners of the ADGM Entity.

      • Multiple Indirect Ownership

        In this example, there are multiple levels of indirect ownership. The two beneficial owners are clearly marked in grey boxes. In this case, Individual 4 has a 32.75% interest in ADGM Entity (50% x 65.5% = 32.75%) and Individual 1 has 50%.
        Calculating shareholdings: a reference in this Guidance Note to holding shares in an ADGM Person or other legal entity is to holding a right to share in the capital or, as the case may be, profits of that person or other entity, and a reference to holding “more than 25% of the shares” in that ADGM Person or other legal entity is to holding a right or rights to share in more than 25% of the capital or, as the case may be, profits of that person or other entity.

         

        If no registrable person can be identified under Test 1, Test 2 also needs to be considered.

    • Test 2: The Control Test

      This test requires the identification of individual or corporate that ultimately controls the ADGM Entity by means other than ownership. For example, by a person, that holds more than 25% of the voting rights of ADGM Entity but the exercise of such voting rights is controlled by another. This latter person is a beneficial owner in respect of the ADGM Entity.
      It is important to note that if, in relation to ADGM Entity, there are individual who satisfy Test 2 in addition to individual / corporate beneficial owners that satisfy Test 1, then all are registrable in respect of that ADGM Entity.

    • Test 3: The Management Test

      This test only applies if no registrable owners have been identified under Test 1 or Test 2 and stipulates that all natural persons who hold the position of a senior managing official of the ADGM Entity will be registrable as a beneficial owner.