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A. Exemptions under the Companies Regulations 2020

2.1 In accordance with subsection 296A(3) of the Regulations, as amended by the Companies Regulations (Amendment No. 1) 2021, a body corporate that is a subsidiaryi undertakingiiof any of the following need not have a company service provider–
(a) persons exempt under the Commercial Licensing Regulations 2015 (Exemptions) Order 2020;
(b) an authorised person within the meaning of the Financial Services and Markets Regulations 2015;
(c) persons licensed or regulated by the Central Bank of the United Arab Emirates;
(d) a company whose shares are admitted to trading on a regulated market in the United Arab Emirates, including in ADGM; or
(e) a company that has demonstrated to the satisfaction of the Registrar to have adequate presence in the United Arab Emirates.
2.2 For the purposes of assessing whether a company has demonstrated adequate presence in the United Arab Emirates under section 296A(3)(e), the Registrar -
(a) shall have regard to, among other things:-
(i) the company’s assets, turnover and employees in the United Arab Emiratesiii,
(ii) the company’s governance policies and procedures,
(iii) any rules made by the Board or guidance issued by the Registrar in this regard; and
(b) may require such further information and supporting documentation as it considers appropriate.
Examples of each of these are set out in Table A, below.
Note: for applications seeking exempt status under paragraph 2.1(e) above, please include the supporting documents demonstrating the items listed in 2.2(a)(i) and (ii) above with this application. The Registrar reserves the right to request additional information to assess whether or not the applicant should be exempt from appointing a company service provider.
Table A – Examples
Description Explanation who falls into this category
(a) persons exempt under the ADGM Commercial Licensing Regulations 2015 (Exemptions) Order 2020
A body corporate established pursuant to (i) any law or decree issued by His Highness the Rule of the Emirate of Abu Dhabi (including the ADGM Founding Law), or (ii) any Federal Law (other than Federal Law No. 8 of 1984 concerning Commercial Companies, as the same may be amended or re-enacted from time to time).
A body corporate that is a subsidiary undertaking of a body corporate specified in paragraph above. The International Bank for Reconstruction and Development and the International Development Association, commonly known as the “World Bank”.
(b) an authorised person within the meaning of the ADGM Financial Services and Markets Regulations 2015 A legal entity currently registered in ADGM holding a current Financial Services Permit issued by ADGM Financial Services Regulatory Authority
(c) persons licensed or regulated by the Central Bank of the United Arab Emirates Legal entities holding a valid license or authorisation, as applicable, issued by UAE Central Bank. For the current list of the financial institutions currently licensed by the UAE Central Bank, please refer here:
https://www.centralbank.ae/en/financial-institutions
(d) a company whose shares are admitted to trading on a regulated market in the United Arab Emirates, including in Abu Dhabi Global Market
Legal entities whose shares are admitted to the following regulated markets in the UAE:
Other UAE regulated markets
(e) a company that has demonstrated to the satisfaction of the Registrar to have adequate presence in the United Arab Emirates Please refer to the next section

i Pursuant to section 1015(1) of Regulations, meaning of ‘subsidiary’ is as follows: (1) A company is a “subsidiary” of another company, its “holding company”, if that other company– (a) holds a majority of the voting rights in it, or (b) is a member of it and has the right to appoint or remove a majority of its board of directors, or (c) is a member of it and controls alone, pursuant to an agreement with other members, a majority of the voting rights in it, or if it is a subsidiary of a company that is itself a subsidiary of that other company.

ii Pursuant to section 1017(1) of Regulations, meaning of ‘undertaking’ is as follows: (1) In these Regulations “undertaking” means–(a) a body corporate or partnership, or (b) an unincorporated association carrying on a trade or business, with or without a view to profit. See also section 1018 of Regulations.

iii Please lodge copies of the current commercial licenses issued in the UAE, latest audited accounts, information abou t number of visas issued under each commercial license, any other information that can demonstrate assets, turnover and employees in the UAE.