Enacted 14 August 2017 under Article 6(1) of Abu Dhabi Law No. 4 of 2013, the Regulations create the ADGM foundation with any lawful non-charitable objects, a council of at least two councillors, a guardian where no founder survives, and continuance of foreign foundations; later amendments require non-exempt foundations to appoint a licensed Company Service Provider (section 18).
The Foundations Regulations 2017 create the ADGM foundation: a registered legal entity with its own legal personality that holds assets for the objects in its charter, managed by a council and, where required, supervised by a guardian. The Board of Directors of ADGM enacted them on 14 August 2017 under Article 6(1) of Abu Dhabi Law No. 4 of 2013, and they came into force on publication (section 46).
A foundation is established when the Registrar receives a signed charter, the registration fee, a declaration of compliance, any licence application required under the Commercial Licensing Regulations 2015 and the Confidential Disclosure (names and addresses of councillors, beneficiaries and any guardian), and issues a certificate of registration (section 1). From that date the foundation is a separate legal entity that may sue and be sued, and an annual fee is payable on each anniversary (section 3). Objects may be anything lawful but must include managing and distributing the assets under the charter and may not include a charitable purpose (section 2). Initial assets must be at least USD 100 (section 13).
The charter must state the name, founders, objects, initial assets, provisions for a council, a designee who becomes beneficiary if there is no other, the ADGM registered office address and any fixed term (section 9). The founder or another person may reserve powers to amend the charter, change the objects, direct investments, appoint and remove councillors and guardians and add or exclude beneficiaries (section 17). The council needs at least two councillors, who may include the founder or a legal person, acting in good faith and in the foundation's best interests (section 19). A guardian must be appointed once there is no surviving founder and may not be a founder, councillor or sole beneficiary (section 26). Assets belong to the foundation outright; transfers into it are not void by reference to foreign forced-heirship rules (section 32) or a founder's later bankruptcy unless the court finds insolvency or intent to defraud creditors at the time (section 33).
Every foundation must keep adequate accounting records, with copies showing its financial position at intervals of not more than six months held in ADGM if the records are kept abroad (section 20). Foundations dissolve on expiry of a fixed term, fulfilment or failure of objects, insolvency or court order (section 40), and the Registrar may strike off a foundation that no longer meets the requirements after two communications a month apart (section 42). Schedule 1 fixes the fees: USD 200 to register, USD 200 a year to renew, USD 100 for most notifications and USD 500 to continue into or out of ADGM.
The Regulations remain in force. The copy on assets.adgm.com read for this record is the text as enacted in 2017; later amendments, including the 2018 amendment recorded in the index, are consolidated in the ADGM rulebook.
Founders establishing an ADGM foundation, the foundation itself once registered, its councillors, any guardian and any registered agent, and the beneficiaries and designee named in the charter or by-laws; also overseas foundations migrating into ADGM.
| Section 1 | A foundation is established and registered when the Registrar receives a signed charter, the Schedule 1 fee, a declaration of compliance, any licence application under the Commercial Licensing Regulations 2015 and the Confidential Disclosure, and issues a certificate of registration. |
| Section 2 | A foundation may have any objects provided they include managing and distributing its assets and income under the charter, but the objects may not include a charitable purpose or any activity that is unlawful, contrary to ADGM or UAE public policy or prohibited under Article 17 of the ADGM Founding Law. |
| Section 3 | On registration the foundation becomes a separate legal entity that may sue and be sued; the Registrar must give reasons within one month if it refuses a charter, and the annual fee in Schedule 1 is payable on each anniversary of registration. |
| Section 9 | The charter must state the name, founders, objects, initial assets, provisions for a council, a designee, any registered agent, the foundation's ADGM registered office address and any fixed term or dissolution trigger; charter provisions are for internal governance and cannot override the Regulations. |
| Section 13 | To be registered the charter must require the foundation to have initial assets with a value of USD 100 or its equivalent in another currency. |
| Section 17 | The charter or by-laws may reserve to the founder or another person powers to amend the charter, change the objects or dissolve the foundation, direct investments, appoint and remove councillors and guardians and add or exclude beneficiaries. |
| Section 18 | A foundation may have a registered agent with an address in ADGM; changes must be notified to the Registrar within 14 days and an agent resigning without a contractual notice provision must give 30 business days' notice, with a level 1 fine for default. |
| Section 19 | The council must have at least two councillors, who may include the founder or a legal person; councillors must act in accordance with the charter, exercise powers for their proper purposes, act honestly and in good faith in the foundation's best interests and exercise independent judgment. |
| Section 20 | Every foundation must keep adequate accounting records open to councillors and any guardian; councillors in default are liable to a fine of up to level 5, and records kept outside ADGM must be mirrored by copies showing the financial position at intervals of no more than six months. |
| Section 26 | A guardian must be appointed when there is no surviving founder; while a founder survives the charter decides; a guardian may be a beneficiary or a legal person but not a founder, councillor or sole beneficiary. |
| Sections 32–33 | Assets transferred to a foundation belong to it with full legal and beneficial title; the transfer is not void or voidable under foreign forced-heirship rules or by a founder's bankruptcy unless the court finds the founder was insolvent or intended to defraud creditors when the transfer was made. |
| Schedule 1 | Fees: USD 200 for registration and USD 200 for annual renewal, USD 100 for notifications of changes of registered office, agent, councillor, guardian, name or charter amendment, USD 500 for continuation into or out of ADGM and USD 100 to apply to strike off. |
Contraventions carry fines at levels fixed by the Commercial Licensing Regulations 2015 (Fines) Rules 2015 (section 47(33)): a level 1 fine for defaults on registered agent notifications (section 18), level 2 fines for charter-amendment and record-keeping notification failures, and fines of up to level 5 for councillors who fail to keep adequate accounting records (section 20) or breach related record duties. The Registrar may also strike a foundation off the register for breach or for activities that may harm ADGM's reputation (section 42).
ADGM foundations are the main alternative we offer to DIFC foundations for succession planning and for holding SPVs, property and operating companies. The council, guardian and reserved-powers provisions here shape every charter and set of by-laws we draft: we usually seat the founder and one family member or our nominee on the council, name a designee, and reserve to the founder the powers in section 17 that the family actually wants to keep. Because objects cannot be charitable, a client with philanthropic aims is steered to a different vehicle. We keep the Confidential Disclosure current, diarise the annual fee and prepare the six-monthly accounting records that section 20 requires. The registered office is provided through an ADGM-registered provider we appoint, and we coordinate the filings with it.
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