Contents

Introduction

Registration Authority Office

The Registrar’s main functions under Companies and Commercial Licensing Regulations

Opening Hours

Application for a Temporary Permit in ADGM

Step 1: Application for a temporary permit

Step 2: Lodge application form with ADGM Registration Authority (‘ADGM RA’)

Step 3: Obtain Temporary Permit

Supporting Documents

Fees

Payment

Approval Process

The effects of issuance of the temporary permit

Disclaimer

APPENDIX A

Introduction

Abu Dhabi Global Market (“ADGM”) was 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.

This document has been written to guide potential registrants through the process of obtaining temporary permit. This document gives a comprehensive step by step guide to the practicalities of this process, providing greater understanding of what is required from the potential applicants and highlighting some of the issues to be aware of.

The Registration Authority will do all that it can to ensure that the process of issuance of a temporary permit is as easy and as seamless as possible.

Registration Authority Office

The Abu Dhabi Global Market Registration Authority (the “Registrar” or the “ADGM RA”) is one of the core pillars of ADGM. The Registrar is an independent body which has the powers, among other things, to license and register the ADGM establishments. The Registrar’s office is located at 3rd floor, ADGM Building, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates.

The Registrar’s main functions under Companies and Commercial Licensing Regulations

  • Registration of ADGM establishments
  • Registration of business names and maintenance of register
  • Registration of post-incorporation documentation and event-driven filings
  • Registration of changes in business name particulars
  • Registration of changes in directors, officers, shareholders and share capital
  • Enforcement, prosecution and strike off, dissolution or restoration of ADGM establishments
  • Cancellation of Commercial Licenses, amendment, suspension, etc.

Opening Hours

The Registrar’s office is open from Sunday to Thursday, 9:00am to 3:00pm and may be contacted during normal working hours at +971 2 3338888 or by email at

Application for a Temporary Permit in ADGM

Step 1: Application for a temporary permit

Potential applicants who are interested in having a temporary promotional stand or kiosk in the retail areas of The Galleria or other retail areas of Abu Dhabi Global Market Square or other locations on Al Maryah Island in ADGM must contact the ADGM’s Business Development team who will provide initial assistance to the applicants.

The business development team will request certain information and documents that will help them assess the applicant’s eligibility for temporary permit to operate temporary promotional stand or kiosk in ADGM. These include an application form along with some supporting documents.

Step 2: Lodge application form with ADGM Registration Authority (‘ADGM RA’)

Every application for obtaining a temporary permit must be lodged with the office of ADGM RA prior to commencing operation of the temporary promotional stand or a kiosk.

An integral part of such application is to obtain a ‘No Objection Certificate’ from Gulf Related to operate the stand or kiosk. A copy of such ‘No Objection Certificate’ must be lodged together with the application form along with other documents.

On Al Maryah Island Gulf Related manages leasing matters in relation to The Galleria. Gulf Related will conduct its own screening of potential interested parties wishing to have temporary stand or kiosk in the retail areas in The Galleria.

For any inquiries to Gulf Related please contact Greg Vogt or Stephan Spohr.

Telephone: +971 2 671 6060 Fax: +971 2 694 2703

Al Sila Tower, Level 25, Abu Dhabi Global Market Square, Al Maryah Island, PO Box 27522, Abu Dhabi, UAE, gulfrelated.com

Business activities

Company who wishes to obtain temporary permit to operate a temporary promotional stand or a kiosk in the retail areas in ADGM must specify in its application the activities it intends to conduct in ADGM. These activities will be reflected in the temporary permit issued by ADGM RA.

The activities to be conducted at the stand are limited to non-financial activities and also limited to promotional activities of marketing nature to raise awareness about a business or a service. Unless the application for temporary licence is made for a pop-up store concept, no business deals are to be concluded at the temporary stand, or documents for business deals signed, or money received in exchange for services or products. Only referral to the main office in the UAE for obtaining services or products is permitted.

It is prohibited to conduct business activities listed below which are financial services:

Financial and insurance activities

Monetary intermediation

Accepting Deposits

Trusts, funds and similar financial entities

Managing Assets

Managing a Collective Investment Fund

Providing Trust Services

Acting as the Trustee of a Fund

Other financial service activities, except insurance and pension funding activities

Providing Credit

Managing a Profit Sharing Investment Account

Dealing in Investments as Principal

Dealing in Investments as Agent

Operating a Representative Office

Insurance

Effecting Contracts of Insurance

Carrying out Contracts of Insurance

Activities auxiliary to financial service activities, except insurance and pension funding

Operating an Exchange

Providing Money Services

Arranging Credit or Deals in Investments

Advising on Financial Products or Credit

Providing Custody

Arranging Custody

Operating a Clearing House

Operating an Alternative Trading System

Operating a Credit Rating Agency

Operating a Multilateral Trading Facility or Organised Trading Facility

Providing Information in Relation to a Specified Benchmark

Activities auxiliary to insurance and pension funding

Insurance Intermediation

Insurance Management

Fund management activities

Providing Fund Administration

Step 3: Obtain Temporary Permit

Application approval

ADGM RA will conduct review of the application for temporary permit. Upon completion of the review the approval will be issued.

Supporting Documents

Passportcopy(ies)

Personal data pages of passports of all individuals (directors, secretaries, authorised signatories, shareholders) listed on the Application form to obtain temporary permit must be attached to the application.

Commercial License issued by a Department of Economic Development in the UAE

Only companies currently existing in one of the Emirates of the United Arab Emirate are permitted to apply for a temporary permit. A copy of valid commercial license issued by a Department of Economic Developmentin the UAE must be lodged.

A copy of a licence or permit issued by relevant authorities.

Copy of license or permit issued by Abu Dhabi Food Control Authority, Department of Municipal Affairs, or any other relevant authority in the UAE for specialised businesses.

Copy of the lease agreement or memorandum of lease for the location of the temporary promotional stand or a kiosk. The term of the lease agreement must not exceed 6 (six) months.

No Objection Certificate from Gulf Related (see Step 2 above)

Fit & Proper Form

Every individual listed on the application form must complete Fit & Proper Form attached to this guidance in Appendix A. Copy can be downloaded from

Brief description of the promotional and marketing activities to be conducted from the stand/kiosk along with samples of promotional materials to be distributed at the stand/kiosk.

Submission of Application to obtain a Temporary Permit

PAPER-BASED ONLY

The Registrar is offering a paper-based registration for a temporary permit.

Fees

Below are the schedule of fees to be paid for a temporary permit in ADGM.

Transactions / Fees
Application to obtain temporary permit in ADGM / $100 (one off)
Fees for a temporary permit per month / $400 (per month)
Total / $500

Payment

Payment to the Registrar can be made through the following channels:

Credit Card

Credit card payment can be done by visiting our office:

3rd Floor, Abu Dhabi Global Market Square

Al Maryah Island, Abu Dhabi UAE

Bank Transfer

USD Account

Bank Name: National Bank of Abu Dhabi

Account Name: ADGM Registration Authority

Account Number: 6205791613

IBAN Number: AE280350000006205791613

AED Account

Bank Name: National Bank of Abu Dhabi

Account Name: ADGM Registration Authority

Account Number: 6205791532

IBAN Number: AE810350000006205791532

Approval Process

All documents submitted to the Registrar are subject to checks. If the application is in order, a temporary permit will be issued to the applicant.

The effects of issuance of the temporary permit

The issuance of the temporary permit has the following effects as from the date of its issuance.

(1)The temporary stand/kiosk can be installed in the designated area.

(2)Marketing and promotional activities may be commenced.

Disclaimer

This Guidance Note (the “Note”) provides answers to many frequently asked questions and provides information on completing the application to obtain a temporary permit. This is only a guide and should be read together with the relevant legislation, in particular, ADGM Companies Regulations 2015, ADGM Commercial Licensing Regulations 2015 and any other relevant regulations and enabling rules. The Note only refers to the procedures that need to be completed in relation to the Registrar. It does not cover other requirements as set out in the relevant legislation (which includes contact with the court and other internal obligations that a company will need to carry out). Further advice from a specialist professional may be required.

For more information, you may contact the Registrar:

Telephone No.: 00 971 2 338888

Email:

Address: 3rd floor, ADGM Building, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates.

APPENDIX A

Fit and Proper Person

Name of a firm applying for temporary permit: ______

Name of individual applying for temporary permit:

I [insert name] confirm that:

1)I have reviewed the matters listed in Appendix 1 of the application for temporary permit and I hereby confirm that:

None of the matters listed in the Appendix 1 apply to me; or

A matter does apply to me and I have fully disclosed it to the ADGM Registration Bureau; and

2)No other matter exists that could impact or whether I am a fit and proper person. If such a matter does apply I have fully disclosed it to the ADGM Registration Authority; and

3)I consider I am a fit and proper person for the purpose of obtaining a temporary permit.

I confirm that the above information is true to the best of my knowledge.

Signed ______Date ______/______/______

Note:

Authorized signatoryof existing business entity applying for a temporary permit must complete this declaration. Should any matters listed in Appendix 1 apply such person still needs to complete this declaration. Please provide full details to the ADGM Registration Authority of the event, conduct in relation to the event, any findings made in relation to the event, and any penalty or sanction imposed.

Failure to make any relevant disclosure may result in firm’s application being declined.

Appendix 1 - Factors that must be considered when assessing whether a person is a fit and proper person

The following factors must be taken into account when determining whether a person is fit and proper:

  • The person has been convicted of a crime involving dishonesty;
  • The person has served or been sentenced to a term of imprisonment;
  • The person has been convicted of any offence under any provision of the financial markets legislation or any offence under any provision of any overseas act governing auditors, financial markets or financial services, corporations, financial reporting, or requirements for preventing money laundering;
  • The person has been banned from acting as a director of a company or other incorporated body, of from being involved in the management of any class of incorporated or unincorporated entity;
  • The person has been subject to disciplinary action against them by any professional body or disciplinary tribunal, where those actions resulted in penalties being imposed or censure;
  • The person has had a court ruling against them in respect of a civil case, or has reached an out of court settlement, relating to their profession;
  • The person has been declined membership of any professional body, or has been declined any registration, license, authorization or accreditation required in relation to any profession by any public body, self-regulatory organization or exchange, or has had any such membership, registration, license, authorization or accreditation revoked or withdrawn;
  • The person has been dismissed, or asked to resign, from a position of trust, fiduciary appointment or similar position;
  • The person has been placed into statutory management, or has been a director of a company which has been placed into statutory management;
  • The person has, in the last 10 years, been a director or senior manager of a company, or other incorporated or unincorporated entity, which has been placed into liquidation, administration or receivership, entered into any compromise agreement, moratorium or other restructuring to avoid liquidation, administration or receivership;
  • The person is subject to pending proceedings which, if any adverse finding is reached, will result in one or more of the matters set out in the paragraphs above applying to the person.

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