Executive Summary
ADGM is an international financial centre in Abu Dhabi, a financial free zone with its own laws, courts and regulators. Assets, shareholdings and transactions there are commonly ring-fenced in Special Purpose Vehicles (SPVs), set up for that purpose alone and usually without staff. ADGM entities disclose beneficial owners under ADGM's Beneficial Ownership and Control Regulations 2022 (BOCR), not the 2023 federal Cabinet Decision on beneficial owners.
These rules changed twice in 2026. Since 9 July 2026, under new amendments, the ADGM public register marks nominee shareholders and directors, the ADGM Registration Authority (RA) can request beneficial ownership data on trusts connected to ADGM, and branches of foreign companies must disclose beneficial owners too. Earlier, on 24 April, bearer shares were banned, trust obligations were streamlined and foundations and trusts can no longer be set up for non-profit purposes. Both packages apply from publication with no transition period, so SPV owners should check now who their company records as beneficial owners and nominees.
How ADGM Beneficial Ownership Rules Work
Under BOCR 2022, every company, limited liability partnership, partnership, foundation, trust and SPV registered in ADGM must establish which natural persons ultimately own or control it, record them and keep that record current. The register is kept by the RA – one of ADGM's three independent authorities, alongside the Financial Services Regulatory Authority (FSRA) and the ADGM Courts – which also registers companies and issues licences.
The rules follow the Financial Action Task Force (FATF) standard that the UAE's federal regime also follows, so the two largely converge: the same 25% threshold and the same 15-day deadline to update the record once a change becomes known. They still apply separately: the federal decision expressly excludes the financial free zones – ADGM and the Dubai International Financial Centre (DIFC) – and each runs its own rules.
How Is the Beneficial Owner Identified in ADGM?
The beneficial owner is identified by three tests applied in order. The first is ownership: any natural person who owns 25% or more of the shares, directly or through a chain of companies. The second is control: anyone who controls the entity in another way – through 25% or more of the voting rights or the right to appoint or remove a majority of the board; this test applies even if the first has already named someone. The third is needed only if neither names anyone: an officer – a director, manager or secretary – is recorded.
If a stake in an SPV is held on trust, one question comes first: where is the trustee located? Since 2023 that location, not the law chosen for the trust, decides whether BOCR 2022 applies at all.
Who Must Disclose Beneficial Owners
The rules cover nearly every type of ADGM entity. The July 2026 package added registered branches of foreign companies, which were previously exempt. The table shows who is in scope and what changed for each type in 2026.
| Entity type | In scope | What changed in 2026 |
|---|---|---|
| Special Purpose Vehicle (SPV) | Yes | Nominee flag on the public register. |
| Private / public company | Yes | Bearer shares prohibited; nominee flag on the public register. |
| Limited liability partnership / partnership | Yes | Nominee flag; the 15-day update duty is unchanged. |
| Foundation | Yes | May no longer be set up for a non-profit purpose under ADGM's anti-money laundering definition. |
| Trust | Yes | Trust obligations streamlined in April; since July the RA can request beneficial ownership information directly. |
| Registered branch of a foreign company | Newly in scope | Must maintain and provide beneficial ownership information on its foreign parent. |
| Entity owned by a listed company or wholly by a government | Simplified | The listed or government owner is recorded as the beneficial owner without tracing natural persons; no change in 2026. |
What the 2026 Amendments Changed
Most of today's mechanics come from the 2023 amendments. In 2026 two more packages followed – in April and in July – and both apply from publication.
| Package | Dates | What changed | In force |
|---|---|---|---|
| 2023 amendments | Announced 30 October 2023 | Cascade approach clarified; the trustee's location, not the law governing the trust, decides whether BOCR 2022 applies; entities must keep a record of nominee directors. | New entities at once; existing entities after a six-month transition that has long expired |
| April 2026 package | Enacted 16 April, published 24 April 2026 | Bearer shares banned; trust obligations streamlined; foundations and trusts can no longer be set up for non-profit purposes under ADGM's anti-money laundering definition; some filing deadlines in the Companies Regulations updated. | From publication |
| July 2026 package | Published 9 July 2026 | Public register flags nominee shareholders and directors; the RA can request beneficial ownership information on trusts connected to ADGM; registered branches must keep and provide beneficial ownership information on their foreign parent; designated non-financial businesses and professions (DNFBPs) may not accept or pay cash above thresholds the RA sets. | From publication |
For SPVs, three changes in the July package matter most.
Nominee shareholders and directors
A nominee shareholder holds shares on behalf of another person, and a nominee director acts on someone else's instructions; both arrangements remain lawful in ADGM. The public register now marks that a shareholder or director is a nominee. Who stands behind the nominee is still not published – that stays on file with the RA. For SPVs in family-office and holding structures this is the change that matters most: a nominee is often used there precisely to keep the real owner's name off public filings. The name stays hidden, but the arrangement itself is now visible to everyone.
Shares held on trust
Where an SPV's shares are held on trust – a frequent structure for wealth-holding vehicles – the RA can now request beneficial ownership information on that trust directly if the trust is connected to ADGM. Together with the trustee-location rule, this means an SPV cannot move its ownership outside ADGM's reach simply by choosing foreign law for the trust.
Registered branches
Before July 2026, a branch of a foreign company was treated as part of its parent and was outside BOCR 2022. It must now maintain and provide information on the beneficial ownership of its foreign parent. A group that has both an ADGM branch and an SPV should expect their filings to be checked against each other.
Deadlines and Penalties
The key deadline is 15 days to update the record after any change in ownership or control. The other deadlines and limits are in the table.
| Obligation | Deadline | Level of application |
|---|---|---|
| Initial beneficial ownership filing | At incorporation or licensing | Entity level – one-time, on registration |
| Update after a change in ownership or control | Within 15 days of the change becoming known | Entity level – every time a change happens |
| 2026 amendments | In force since publication: 24 April and 9 July 2026, no transition period | Entity level – applies now |
| DNFBP cash restriction | Applies since 9 July 2026 | Transaction level – each payment above the threshold the RA sets |
ADGM's enforcement framework sets contravention levels up to Level 9, which carries a maximum fine of USD 54,000,000 for the most serious breaches of the beneficial ownership regime. Most missed filings are corrected through the RA's ordinary compliance process, but the ceiling shows how far the RA can go where a breach is serious – for example, deliberate concealment of a beneficial owner.
How to Comply: A Practical Sequence
Common Mistakes That Cost SPVs Their Standing
- Assuming the exemption from the federal decision means no obligation at all. The federal decision excludes financial free zones from its own scope, not from beneficial ownership disclosure – ADGM's regime applies instead.
- Waiting for a transition period that does not exist. Both 2026 packages apply from publication; the only transition period ADGM granted came with the 2023 amendments and has expired.
- Treating a nominee arrangement as private because the beneficial owner's name is not published. The nominee capacity itself is now visible on the public register.
- Relying on a trust's governing law to place it outside ADGM's reach. The trustee's location, not the law chosen for the deed, decides whether BOCR 2022 applies.
- Stopping at the ownership test. A person who controls the entity through voting rights or board appointments is a beneficial owner even when someone else holds 25% of the shares.
- Missing the 15-day window because updates are batched into a periodic review. The obligation runs from the date the entity becomes aware of a change, not from a calendar date.
- Leaving a registered branch unreviewed. A branch exempt before July 2026 now has to disclose the beneficial ownership of its foreign parent.
- Letting the beneficial ownership register drift from the shareholder register used for Corporate Tax and accounting. Inconsistent records across filings are a common finding when the RA or an auditor cross-checks a structure.
Bottom Line: Bring the SPV Register in Line Now
Both 2026 packages already apply. An ADGM SPV should re-run the three-step beneficial ownership test, document every nominee arrangement, check where the trustee of any trust-linked shareholding is located and file every change within 15 days of becoming aware of it. Keeping this in the same file that supports the entity's Corporate Tax position and its statutory accounting record avoids the most common failure – a beneficial ownership register that drifts out of step with the rest of the entity's filings. A structure being formed now through company formation in ADGM should build the nominee flag and the 15-day update duty into its closing checklist from the outset.
Frequently Asked Questions
Q: What is an ADGM Special Purpose Vehicle (SPV)?
An ADGM SPV is a company incorporated under the ADGM Companies Regulations 2020 only to hold an asset, a shareholding or a transaction structure, typically with no staff, no trading licence and no physical operations of its own.
Q: Do ADGM SPVs follow the UAE federal decision on beneficial owners?
No. The 2023 federal Cabinet Decision on beneficial owners excludes financial free zones from its scope, and ADGM is a financial free zone. ADGM SPVs follow ADGM's own Beneficial Ownership and Control Regulations 2022, as amended.
Q: Who is a beneficial owner in ADGM?
Any natural person who owns 25% or more of an ADGM company's shares, directly or indirectly, and any natural person who controls it in another way, such as through 25% or more of the voting rights or the right to appoint or remove a majority of the board. If neither test names anyone, a director, manager or secretary is recorded.
Q: What changed in ADGM's beneficial ownership rules in 2026?
The package published on 24 April 2026 banned bearer shares, streamlined trust obligations and closed foundations and trusts to non-profit purposes. The package published on 9 July 2026 added a public nominee flag, the RA's power to request beneficial ownership data on trusts connected to ADGM, and disclosure duties for registered branches.
Q: Is there a transition period for the 2026 amendments?
No. Both 2026 packages took effect on publication, on 24 April and 9 July 2026. The six-month transition period that existing entities once had applied only to the 2023 amendments and has expired.
Q: Does the nominee flag make the beneficial owner's identity public?
No. The public register only shows that a shareholder or director acts in a nominee capacity. The identity of the person the nominee represents stays on file with the RA.
Q: How long does an ADGM entity have to update its beneficial ownership register after a change?
15 days from becoming aware of a change in ownership or control.
Q: What is the penalty for breaching ADGM's beneficial ownership rules?
ADGM's enforcement framework allows fines up to Level 9, a maximum of USD 54,000,000, for the most serious breaches, alongside the RA's ordinary power to require an inaccurate register to be corrected.
How CoreLedger Can Help
- Run the three BOCR 2022 tests – ownership, control and officers – for every SPV and every link in the chain, and list the beneficial owners.
- List nominee shareholders and directors and the persons they represent, and check that each arrangement is documented.
- Reconcile the beneficial ownership record with the shareholder register and the data that goes into the Corporate Tax return and the accounts.
- Build a check for ownership changes into the monthly close, so the 15-day deadline is not missed.