ABOUT THE ADGM
Abu Dhabi Global Market (“ADGM”) is established pursuant to Abu Dhabi Law No. 4 of 2013 as a financial free zone in the Emirate of Abu Dhabi, with its own civil and commercial laws. ADGM offers market participants a world‐class legal system and regulatory regime.
ADGM provides a wide spectrum of services covering Banking, Insurance, Wealth Management, Asset Management and Capital Market activities.
- Fully backed up by the Abu Dhabi Government which has top sovereign credit ratings.
- First jurisdiction in the MENA region to apply English Common Law in its entirety.
- First to host world’s first fully digital courtroom.
- Home to world’s first digital banking license regime.
- Region’s first virtual asset regulatory framework.
- Over 3000 entities registered and operating from ADGM
WHAT IS A FOUNDATION AND WHAT ARE ITS KEY USES?
A foundation is a body corporate, traditionally viewed as being somewhere between a trust and a company. Foundation exists in the same way as a Company exists, however, it does not issue shares or any other legal title of ownership – it is an “orphan” structure.
Foundations are becoming an increasingly popular wealth planning and succession tool for globally mobile high net-worth families having an international spread of diverse assets to protect their wealth and pass on the same to the their chosen heirs in a probate free and tax efficient manner.
One of the biggest draws for wealthy investors to establish a Foundation vis-à-vis a Trust is that a Founder akin to a Settlor in a Trust can retain a much greater degree of control over the management of assets under the Foundation.
The ADGM Foundation Regulations 2017 (the ‘Regulations’) allows Foundation to be created under the laws of Abu Dhabi Global Market. Foundation can be registered for the purpose of preservation of assets, facilitating management and succession and for income protection. ADGM Foundation cannot be used for charitable purposes and cannot conduct commercial activities.
WHO ARE THE STAKEHOLDERS OF A FOUNDATION?
Founder: A Founder is a legal or natural person who sets up a Foundation and endows the Initial Assets. One or more Founders can incorporate a Foundation. Founder may be a council member and/or a beneficiary under the foundation.
Councillor: A Foundation is required to have a Council to carry out the objects of the Foundation, manage and administer the assets of the Foundation and to do any other acts which may be required by the Charter, By‐laws or as required to perform under the ADGM Foundation Regulations. The Council must consist of at least two Councillors. Founder can also be appointed as Councillor.
Beneficiary: At least 1 beneficiary must be nominated by the foundation.
Guardian: Appointment of a Guardian is optional when the Founder is alive and compulsory on the death of the Founder.
HOW TO ESTABLISH A FOUNDATION?
A foundation must be formally registered with the Registrar at the Abu Dhabi Global Market Authority.
Charter is open for public inspection. At the least it must state the following:
- The name of the Foundation, the name and address of the Founder or each of the Founders;
- The objects of the Foundation; a description of the Initial Assets;
- Bye-Laws are a Private constitutional document that includes information on the beneficiaries and stakeholders of the Foundation. We can draft this based on the Letter of Wishes from the Founder.
A Foundation must at all times have a registered office in the Abu Dhabi Global Market which also serves as a legal address and which may be the same address as that of its Corporate Service Providers/ Registered Agent.
The Foundation has to appoint an individual authorized to represent the Foundation as its permanent representative in Abu Dhabi Global Market. Details of such individual along with a copy of passport, UAE Visa or UAE entry stamp and in the case of UAE
Illustrative Example: ADGM Foundation.
SALIENT FEATURES & BENEFITS OF ADGM FOUNDATIONS:
- Can own all types of assets such – financial investments, shares in companies, freehold properties in the UAE & globally and intellectual property rights.
- Low formation and maintenance costs. No physical office requirement.
- No requirement to file or audit accounts.
- Limited public disclosure with no individuals’ names on public register.
- 0% corporate tax and no tax filing required.
- Initial asset value endowed to the foundation could be as low as USD 100/-.
- Flexibility in terms of amending the governance structure.
- No requirement for a Founder or Foundation’s officers to be based in the UAE or maintain residency in the UAE.
- All Foundation roles can be individuals or body corporates.
- Migration of foundations into and out of ADGM allowed.
- ADGM benefits from the extensive UAE tax treaty network with 90 in force and a further 41 in various stages of negotiation, signature or ratification.
ADGM Foundations can take advantage of the solid banking infrastructure offered by the UAE without incurring expensive legalization fees for constitutional documents which are generally required for foreign entities in order to open bank accounts in the UAE. ADGM Foundations may also establish bank accounts outside UAE internationally with much more relative ease than its counterparts in other offshore jurisdictions.