ADGM Annual Return and Compliance Filing
The deadline runs from the incorporation anniversary, and a late return is a contravention until it is delivered
How the ADGM Companies Regulations 2020 govern the annual return, what the return must disclose and when it falls due. It then covers audited financial statements, the portal filing process with its fees and late-filing penalties, event-driven filings and the AML Return, and ways companies can monitor these obligations.
Reviewed by Mohamed Noureldin, Founder, Managing Partner & Senior Legal Consultant
Each year, within one month after the anniversary of its incorporation, an ADGM company must file an annual return (a confirmation statement) with the ADGM Registration Authority. The return covers matters such as its registered office, directors, shareholders and share capital. It is not the only filing duty: a change in company particulars during the year gives rise to an event-driven filing.
Related Services: Our annual compliance services give practical legal support in this area.
Where the obligation comes from
The annual return and related compliance requirements are governed primarily by the ADGM Companies Regulations 2020. Those Regulations provide the legal foundation for company formation, governance and ongoing regulatory obligations in ADGM. ADGM operates as an independent jurisdiction with its own legal system based on English common law principles.
Under the Regulations, every company incorporated in ADGM must comply with specified filing requirements, including the submission of an annual return. These annual filings serve as an official record of the company's particulars, directors, shareholders and financial status. They keep the Registration Authority's information on all registered entities up to date.
The Regulations also mandate companies to maintain proper accounting records, prepare audited financial statements where applicable, and deliver successive confirmation statements made up to the anniversary of incorporation. Failure to comply with these requirements can result in fines, administrative actions, or even striking off from the ADGM register.
What the return must disclose
The return must include full information about the company's structure, directors, shareholders and share capital. The key elements typically required in the annual return include:
- details of the company's registered office and principal business activities
- the required particulars of the directors and, in the case of a private company with a secretary or a public company, the secretary
- shareholder information, including the number and class of shares held
- a statement of capital
The return updates the ADGM registry and forms the basis for public records accessible to stakeholders and regulators.
Deadlines follow the incorporation anniversary
The first annual return is due within one month after the anniversary of the company's incorporation. After that, returns must be filed annually within one month after the anniversary date each year.
If the return is late, those who commit the contravention are liable to a fine not exceeding level 2 on the Fines Scale, and the contravention continues until the return is delivered. An internal calendar of key compliance dates is essential to avoid fines and administrative sanctions.
Audited accounts turn on size, type and activities
Alongside the annual return, companies must also comply with financial reporting obligations. Depending on the company's size, type and activities, audited financial statements may be required as part of the ADGM compliance filing process.
Under the ADGM Companies Regulations, a company that is not exempt from audit must appoint an auditor who is eligible for appointment under the Regulations.
The financial statements must be prepared in accordance with international accounting standards or such other standard accounting practice as may be prescribed by rules. They must be approved by the board of directors and delivered to the Registrar within nine months after the end of the accounting reference period for a private company, or six months for a public company. Different periods apply where the company's first accounting reference period is more than twelve months, or where the period is treated as shortened by notice.
From portal login to confirmation of acceptance
Companies must adhere to prescribed timelines and formats. The annual return is filed electronically through the ADGM Registration Authority's online portal. The process involves:
- Logging into the ADGM portal with authorised credentials.
- Completing the prescribed annual return form with accurate company details.
- Uploading necessary supporting documents, such as financial statements and auditor reports.
- Paying the applicable filing fee as stipulated by the ADGM fee schedule.
- Submitting the return and obtaining confirmation of acceptance from the registry.
The table below summarises the key deadlines and filing fees for the annual return:
| Filing Requirement | Deadline | Filing Fee | Penalties for Late Filing |
|---|---|---|---|
| First ADGM Annual Return | Within one month after incorporation anniversary | $100 | Fine not exceeding level 2 on the Fines Scale |
| Subsequent Annual Returns | Within one month after each anniversary | $100 | Fine not exceeding level 2 on the Fines Scale |
| Financial Statements Filing | Nine months after the accounting reference period ends (private company); six months (public company); different periods for a first period over twelve months or a shortened period | No separate fee | Potential additional penalties for non-compliance |
Changes in particulars and AML declarations
Beyond the annual return, event-driven filings are required when company particulars change during the year. These filings keep the ADGM registry's records accurate and timely.
Companies must also comply with anti-money laundering (AML) and counter-terrorism financing (CTF) regulations. Under the Anti-Money Laundering and Sanctions Rulebook, a Relevant Person must complete the prescribed AML Return form and submit it to the Regulator by the end of April each year. That duty does not apply where the Relevant Person was licensed or authorised on or after 1 November of the preceding year.
Compliance officers, advisers and tracking systems
Non-compliance may lead to severe consequences, including fines, restrictions on business activities and reputational damage. Companies should implement internal governance frameworks to monitor and manage their ADGM annual obligations. This includes appointing dedicated compliance officers or engaging external legal and corporate service providers familiar with ADGM regulations.
Given the evolving regulatory landscape and increasing scrutiny by regulators, companies must stay abreast of amendments to the ADGM Companies Regulations and related rules. Compliance management systems that track filing deadlines, automate document preparation and help with electronic submissions can significantly reduce the risk of errors and late filings.
Nour Attorneys offers annual corporate compliance maintenance through its corporate governance advisory services.
