Corporate Secretary

Rarely as a named officer, but the duties exist regardless. In ADGM a company secretary is mandatory only for a Public Company Limited by Shares; ADGM's entity guidance records the secretary as not mandatory for a private company limited by shares, though one may be appointed and may be an individual or a body corporate. Whether or not the title is used, every entity must hold its meetings, keep its registers, file its confirmations and accounts and notify the registrar of changes on time, and the fines for missing them fall on the company and its officers. That is the function we provide: one accountable point for the statutory calendar of a DIFC, ADGM, free zone, mainland or offshore entity.

Sources: ADGM — Setting up with ADGM Frequently Asked Questions (FAQs); ADGM Registration Authority — Legal Entity Types Guidance (accessed 24 October 2026)

Within four months of the end of its financial year. Article 92 of Federal Decree-Law No. 32 of 2021 on Commercial Companies requires the manager or board of an LLC to convene the General Assembly at least once a year within the four months after the fiscal year ends, so a 31 December year-end means a meeting, with signed minutes, by 30 April. Not calling it in time is a scheduled violation under Cabinet Resolution No. 102 of 2022, the current penalty list (it replaced Resolution No. 78 of 2022): a first breach draws a written warning with 30 days to correct, a repeat the scheduled AED 5,000 fine for an LLC. We prepare the notice, agenda, resolutions and minutes and keep the signed set.

Sources: UAE Government (uaelegislation.gov.ae) — Federal Decree-Law No. (32) of 2021 on Commercial Companies; UAE Cabinet (uaelegislation.gov.ae) — Cabinet Resolution No. (102) of 2022 Concerning the List of Administrative Penalties for Acts Committed in Violation of Federal Decree-Law No. (32) of 2021 Concerning Commercial Companies (accessed 24 October 2026)

A register of partners or shareholders and a register of real (ultimate) beneficial owners, kept at the head office and kept current. Article 74 of Federal Decree-Law No. 32 of 2021 requires an LLC to keep at its headquarters a special register of partners. Cabinet Resolution No. 109 of 2023 Regulating the Real Beneficiary Procedures applies to every legal person licensed or registered in the State, including free zone and RAK ICC companies but not entities in the financial free zones. Each must keep a Partners or Shareholders Register recording any trustee or nominee board member, a Real Beneficiary Register of natural persons owning or controlling 25 per cent or more, name a UAE-resident contact person, and file any change within 15 days. We build and maintain these registers.

Sources: UAE Government (uaelegislation.gov.ae) — Federal Decree-Law No. (32) of 2021 on Commercial Companies; UAE Cabinet (uaelegislation.gov.ae) — Cabinet Resolution No. (109) of 2023 Regulating the Real Beneficiary Procedures (accessed 24 October 2026)

They escalate. Cabinet Resolution No. 132 of 2023 attaches administrative penalties to breaches of Cabinet Resolution No. 109 of 2023: a first violation draws a written warning with a deadline to correct it, a second a fine, and a third a doubled fine with possible suspension of the licence. Failing to create and maintain a Real Beneficiary Register is fined AED 50,000 on the second violation and AED 100,000 on the third; failing to update it costs AED 15,000 and then AED 30,000. The Partners or Shareholders Register carries the same scales for not creating it and for not updating it within 15 days of a change. We treat every change in ownership, directors or control as a trigger to update both registers at once.

Source: UAE Cabinet (uaelegislation.gov.ae) — Table attached to Cabinet Resolution No. (132) of 2023 on Administrative Penalties for Violations of Cabinet Resolution No. (109) of 2023 Regulating the Real Beneficiary Procedures (accessed 24 October 2026)

Four things, on fixed dates. First, a confirmation statement under Part 23 of the Companies Regulations 2020 confirming the registered office, activities, directors, secretary and share details: due within one month of the anniversary of incorporation, USD 100 to file, and a USD 300 fine if late, which the Registrar generally cannot waive. Second, annual accounts, within nine months of the accounting reference date for a private company or LLP and six months for a public company. Third, renewal of the commercial licence, with a copy of the current office lease. Fourth, renewal of the data protection registration at USD 300. The confirmation statement does not apply to branches or foundations, which keep accounting records without filing them. We run this calendar and file through the Online Registry Solution.

Sources: ADGM Registration Authority — ADGM Annual Filings; ADGM Registration Authority — Annual Accounts (accessed 24 October 2026)

Almost every change to the company's particulars, most within days. Changes in beneficial ownership must be reported within 15 days under the Beneficial Ownership and Control Regulations 2022, which carry a maximum Level 9 fine of USD 54,000,000. A non-exempt SPV or foundation must notify the appointment or cessation of its Company Service Provider within 14 days, with the CSP's consent attached, under section 296C of the Companies Regulations 2020. Changes of name, articles, registered office, share capital, shareholders, directors, secretary, authorised signatories, councillors and guardians are event-driven filings due within the timeframes in the Companies Regulations; the 2025 fee schedule charges USD 100 for most and warns that late filing attracts a fee or fine. We lodge these as they happen rather than at the next renewal.

Sources: ADGM Registration Authority — ADGM Beneficial Ownership; ADGM Registration Authority — Guidance and resources for the ADGM Company Service Provider regime (accessed 24 October 2026)

Both look first at ownership and then at control. The DIFC's Ultimate Beneficial Ownership Regulations 2018 define a UBO as a natural person, other than a professional adviser or manager, who for a company owns or controls, directly or indirectly, shares or voting rights of at least the Relevant Percentage or the right to appoint or remove a majority of the directors; for a foundation it is whoever exercises significant control over the governing body, and ownership may be traced through any number of persons or arrangements. ADGM's Beneficial Ownership and Control Regulations 2022 catch anyone with 25 per cent or more direct or indirect ownership or voting rights, any natural person who otherwise controls the entity and, failing both, its officers. We run this analysis for every entity.

Sources: DIFC Registrar of Companies — AML/CFT Compliance: Non-Financial Services Vigilance; ADGM Registration Authority — ADGM Beneficial Ownership (accessed 24 October 2026)

Five years at the head office for a mainland company, and an auditor is compulsory for every LLC and joint stock company. Article 26 of Federal Decree-Law No. 32 of 2021 requires every company to keep its accounting records at its headquarters for at least five years, and Article 27 requires every joint stock company and limited liability company to have one or more auditors to carry out an annual audit of its accounts. In ADGM every entity must keep adequate accounting records prepared in accordance with International Accounting Standards, with a first accounting reference period of more than six months but not over 18 months from incorporation; filing and audit thresholds then depend on size. We keep the records and minute the auditor's appointment.

Sources: UAE Government (uaelegislation.gov.ae) — Federal Decree-Law No. (32) of 2021 on Commercial Companies; ADGM Registration Authority — ADGM Annual Filings (accessed 24 October 2026)