ADGM company setup in the United Arab Emirates

Setting up a company in the Abu Dhabi Global Market (ADGM) is governed by the ADGM Companies Regulations 2020, which outline the incorporation, governance and dissolution procedures for entities registered in this financial free zone. This article explains the timeline, requirements, costs and ownership rules for ADGM company formation.

Related Services: Explore our UAE Mainland Company Formation and Companies Set Up services for practical legal support in this area.

HOW LONG DOES ADGM COMPANY SETUP TAKE?

The ADGM Companies Regulations 2020 prescribe that a complete incorporation file, once submitted with all required documents, is normally processed within five to ten working days【ADGM Companies Regulations 2020】.
The process begins with reserving a company name through the ADGM Registration Portal, which is typically approved within one business day if the name complies with the ADGM Naming Guidelines. After name approval, the applicant must prepare the Memorandum and Articles of Association, details of shareholders and directors, and a registered office address within the ADGM. These documents are uploaded together with the prescribed application form and the payment of the initial registration fee. The ADGM Registrar reviews the submission for compliance with the Companies Regulations; if any information is missing or unclear, the Registrar issues a notice requesting clarification, which can extend the timeline. Once the Registrar is satisfied, a Certificate of Incorporation is issued electronically, and the company may commence operations immediately. Expedited processing is available for an additional fee, reducing the review period to as little as two working days, but this service is subject to the Registrar's workload and must be requested at the time of filing.

WHAT DOCUMENTS ARE REQUIRED FOR ADGM COMPANY FORMATION?

Under the ADGM Companies Regulations 2020, the incorporation package must include a completed application form, a reserved name certificate, the Memorandum and Articles of Association, particulars of each shareholder and director, proof of the registered office address, and the applicable fees【ADGM Companies Regulations 2020】.
The application form captures the proposed company type (e.g., Limited Liability Company, Public Company, or Branch of a Foreign Company), the intended share capital, and the financial year end. The Memorandum and Articles of Association must set out the company's objects, internal governance rules, and any restrictions on share transfers; they must be drafted in English and signed by all subscribers. For each shareholder, a copy of passport or Emirates ID and a residential address proof are required; for corporate shareholders, a certificate of incorporation and a board resolution authorising the investment are needed. Directors must provide similar identification documents and a signed consent to act as director. Proof of registered office is usually a tenancy agreement or a utility bill showing the premises within the ADGM. Finally, the applicant must pay the name reservation fee, the registration fee, and, if applicable, the fee for expedited processing. All documents must be uploaded as PDF files through the ADGM online portal; hard copies are not accepted.

HOW MUCH DOES IT COST TO SET UP A COMPANY IN ADGM?

The ADGM Companies Regulations 2020 outline a fee schedule that includes a name reservation charge, a registration fee based on authorised share capital, and an annual renewal fee【ADGM Companies Regulations 2020】.
Name reservation costs AED 1,000. The registration fee is calculated at AED 1,000 for the first AED 1 million of authorised share capital, plus AED 500 for each additional AED 1 million or part thereof, subject to a minimum fee of AED 2,000. For example, a company with AED 2.5 million share capital would pay AED 2,000 for the first million and AED 1,000 for the remaining 1.5 million, totalling AED 3,000. The annual renewal fee mirrors the registration fee calculation and is payable each year to maintain the company's good standing. Additional costs may arise from professional services for drafting the Memorandum and Articles of Association, notarisation of documents (if required for foreign shareholders), and fees for obtaining a VASP licence or other regulatory approvals relevant to the intended business activity. The ADGM does not impose a minimum share capital requirement for most company types, allowing founders to tailor the capital structure to their needs while still incurring the proportional registration fee.

CAN A FOREIGN INDIVIDUAL OWN 100 % OF AN ADGM COMPANY?

The ADGM Companies Regulations 2020 permit foreign individuals and corporate entities to hold 100 % of the shares in an ADGM company, with no local sponsor requirement【ADGM Companies Regulations 2020】.
This rule applies to all company forms recognised in the ADGM, including Limited Liability Companies, Public Companies, and Branches of Foreign Companies. The regulations expressly state that shareholding restrictions based on nationality are not imposed, thereby allowing full foreign ownership. However, the applicant must still satisfy the general eligibility criteria: the proposed shareholders must be of legal age, not disqualified under the ADGM Insolvency Regulations, and must provide the identification documents outlined in the incorporation requirements. For regulated activities such as banking, insurance, or virtual asset services, additional approvals from the ADGM Financial Services Regulatory Authority (FSRA) may be necessary, and those approvals may impose specific conditions on shareholding or governance. Nonetheless, from a corporate law perspective, the ADGM regime treats foreign and domestic investors equally with respect to equity ownership.

WHAT IS THE DIFFERENCE BETWEEN ADGM, DIFC AND MAINLAND COMPANY FORMATION?

The ADGM Companies Regulations 2020, the DIFC Companies Law 2018, and the UAE Federal Commercial Companies Law (Federal Decree-Law No. 32 of 2021) each govern company formation in their respective jurisdictions, and they differ in regulatory scope, permissible activities, and ownership rules【ADGM Companies Regulations 2020】【DIFC Companies Law 2018】【Federal Decree-Law No. 32 of 2021】.
ADGM is a common-law financial free zone that focuses on banking, asset management, capital markets and professional services; its companies benefit from English-style court procedures and the ability to use English as the official language for corporate documents. DIFC, also a common-law free zone, similarly emphasises finance and legal services but maintains its own independent judiciary and regulatory framework under the DIFC Companies Law. Mainland companies, incorporated under the UAE Federal Commercial Companies Law, may engage in a broader range of commercial and industrial activities across the Emirates and are subject to UAE federal law, including provisions on Emirati participation in certain sectors. Ownership restrictions vary: ADGM and DIFC allow 100 % foreign ownership for most activities, whereas mainland companies may require a local service agent or Emirati partner for specific regulated sectors unless they operate in a free zone or qualify under recent liberalisation measures. Additionally, the ADGM and DIFC regimes provide for the recognition of foreign judgments and arbitration awards under their respective statutes, while mainland enforcement relies on the UAE Civil Procedure Code and international treaties to which the UAE is a party.

FREQUENTLY ASKED QUESTIONS

What is the minimum share capital required for an ADGM Limited Liability Company?
The ADGM Companies Regulations 2020 do not prescribe a minimum share capital for an LLC; the authorised capital can be set at any amount the founders choose, subject to the fee calculation described above【ADGM Companies Regulations 2020】.

How long is the name reservation valid in ADGM?
A name reservation granted by the ADGM Registrar remains valid for thirty calendar days from the date of approval; if incorporation is not completed within that period, the reservation lapses and a new application must be submitted【ADGM Companies Regulations 2020】.

Can an ADGM company issue shares to the public?
Yes, an ADGM Public Company may offer its shares to the public and list on a recognised stock exchange, provided it complies with the disclosure and governance requirements set out in the ADGM Companies Regulations 2020 and any relevant FSRA rules【ADGM Companies Regulations 2020】.

What is the procedure for amending the Memorandum and Articles of Association after incorporation?
Amendments require a special resolution passed by shareholders holding at least seventy-five percent of the voting rights, followed by filing the updated documents with the ADGM Registrar and paying the prescribed fee【ADGM Companies Regulations 2020】.

Are ADGM companies subject to VAT?
ADGM entities established in the Emirate of Abu Dhabi are subject to UAE Federal Decree-Law No. 8 of 2017 on Value Added Tax, and must register for VAT if their taxable supplies exceed the mandatory registration threshold of AED 375,000 per annum【UAE Federal Decree-Law No. 8 of 2017】.

How is a foreign judgment enforced against an ADGM company?
Under the ADGM Civil Procedure Rules 2015, a foreign judgment that is final and conclusive may be recognised and enforced by filing an application with the ADGM Court, accompanied by a certified copy of the judgment and a translation if necessary; the court will refuse enforcement only on grounds such as lack of jurisdiction, public policy, or pending litigation on the same matter【ADGM Civil Procedure Rules 2015】.

If your matter involves adgm company setup in the United Arab Emirates, you are welcome to request a consultation with Nour Attorneys. Our team can assess your position under the law currently in force and outline the options available to you. Request a consultation

This article is provided for general informational purposes only and does not constitute legal advice. Reading this article or contacting Nour Attorneys through this website does not create an attorney-client relationship; such a relationship arises only after a conflicts-of-interest check and a signed engagement agreement. Do not send confidential information through this website; information submitted before engagement is not protected by legal privilege. Past results do not guarantee future outcomes. The firm's lawyers practice in the jurisdictions stated in their individual profiles; this article addresses the law of the United Arab Emirates only.