ADGM BOCR 2022

Enacted 14 December 2022 to replace the 2018 regulations, they define a beneficial owner as a natural person owning or controlling 25% or more of an ADGM entity or otherwise controlling it, require every ADGM entity (other than foreign branches) to keep a beneficial-ownership record and file it with the Registrar's central register; amended six times to April 2026.

Summary

The Beneficial Ownership and Control Regulations 2022 require every ADGM company, LLP, limited partnership with legal personality and foundation to identify its beneficial owners and nominee directors, keep a register of them and file that information with the Registrar, who holds a confidential central register. The Board of Directors of ADGM enacted them on 14 December 2022; they replaced the 2018 Regulations immediately for entities established after publication and six months later for existing ones (sections 26A and 27). The copy read is the consolidation of April 2026, carrying amendment notes from 1 November 2023 to 24 April 2026.

A beneficial owner of a company or LLP is any natural person who owns, directly or indirectly, 25% or more of the shares, or who controls it through 25% or more of the voting rights or the right to appoint or remove a majority of the board; if no one meets either test, the natural persons who are its officers are recorded (Schedule 1, paragraph 1). Holdings of spouses, children under 18 and co-residents are aggregated as a joint arrangement, chains of majority stakes are looked through and shares held by a nominee are treated as the principal's (paragraphs 4 to 10). For foundations the beneficial owners are the founder, council members other than a registered company service provider, the guardian, named beneficiaries or designees and anyone with control, with a 10% threshold for DLT foundations (paragraph 3). Listed companies and certain government entities are recorded as owners without further look-through.

The entity must write to anyone it reasonably believes is a beneficial owner, record non-response after 15 days, and keep a register within one month of establishment holding full name, addresses, date and place of birth, nationality, occupation and passport details (sections 1 and 2). A separate record of nominee directors and the persons behind them is required, and nominee directors must notify their status within 15 days (section 2A). The initial filing with the Registrar is due within one month of establishment and changes must be notified within 15 days of the entity learning of them, with late filing fees (sections 4 and 5). Records are kept for at least six years after dissolution (section 7).

The Registrar's register is confidential; financial institutions and DNFBPs may obtain a certificate of beneficial owners for anti-money laundering purposes with the entity's written consent (sections 11 and 12). Non-compliance is a contravention with a fine of up to level 9 on the Fines Scale, up to level 8 for misleading information and up to level 4 for filings still outstanding after the late-fee period (sections 16 to 18A). Under section 19A the Registrar may require removal of a sanctioned beneficial owner and may cancel the licence if concerns remain. The amounts of each fine level are in the Administrative Regulations 2025.

Who it applies to

Every ADGM Person: companies under the Companies Regulations, LLPs, limited partnerships with legal personality registered in ADGM and foundations under the Foundations or DLT Foundations Regulations; the natural persons who own or control them; nominee directors and the persons they act for; and financial institutions and DNFBPs seeking confirmation of beneficial owners.

Contents

English official text in 29 sections. Open the full text or jump to a provision:

1. Section 1 — Duty of ADGM Person to obtain information in respect of beneficial owners
2. Section 2 — Record of beneficial owners
3. Section 2A — Record of nominee directors
4. Section 3 — Duty of ADGM Person to keep record of beneficial owners and record of nominee
5. Section 4 — Duty of ADGM Person to submit record of beneficial owners and record of
6. Section 5 — Duty of ADGM Person to notify Registrar of changes
7. Section 6 — Duty of ADGM Person to ensure security of information
8. Section 7 — Duty to retain documents following dissolution, termination and striking off
9. Section 8 — Powers of the Registrar
10. Section 9 — Register of Beneficial Owners of Legal Persons and Nominee Directors
11. Section 10 — Functions and ancillary powers of the Registrar
12. Section 11 — Register of Beneficial Owners of Legal Persons and Nominee Directors and
13. Section 12 — Disclosure of information by the Registrar
14. Section 13 — Power of Registrar to request and obtain information and documents
15. Section 14 — Submission of information to the Registrar
16. Section 15 — General power of Registrar to reject applications
17. Section 16 — Offences
18. Section 17 — False or misleading information
19. Section 18 — Fines
20. Section 18A — Fines for late filings
21. Section 20 — Meaning of “beneficial owner”
22. Section 21 — Service of Documents
23. Section 22 — Exemption orders
24. Section 23 — Fees payable to the Registrar
25. Section 24 — Guidance
26. Section 25 — Interpretation
27. Section 26 — Meaning of “ADGM Person” and associated terms
28. Section 26A — Repeal of Beneficial Ownership and Control Regulations 2018
29. Section 27 — Short title, extent and commencement

Key provisions

Obligations and deadlines

• Identify beneficial owners and keep the register within one month of establishment (sections 1–2).
• File beneficial ownership information with the Registrar within one month of establishment (section 4).
• Notify the Registrar of any change within 15 days of learning of it (section 5).
• Request and record changes from beneficial owners, amending records within one month (section 3).
• Keep a record of nominee directors and their principals; nominees notify within 15 days (section 2A).
• Retain records for at least six years after dissolution (section 7).
• Respond within 10 days to a Registrar notice to remove a sanctioned beneficial owner (section 19A).

Penalties

Any failure to comply is a contravention attracting a Registrar fine of up to level 9 on the Fines Scale, subject to a defence of having taken all reasonable steps (sections 16 and 18); knowingly or recklessly providing false or misleading information carries a fine of up to level 8 (section 17); filings still outstanding after the late-fee period carry a fine of up to level 4 (section 18A) on top of the late filing fees under sections 4 and 5; and the Registrar may cancel the licence of an entity that does not remove a sanctioned beneficial owner (section 19A). The monetary value of each level is set in the Administrative Regulations 2025 Fines Scale.

History and citations

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Related instruments

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