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ADGM Filing Obligations - Know Your Requirements Today

Understand your filing obligations with ADGM Registration Authority & Financial Services Regulatory Authority. Learn about branch requirements, event-driven filings, annual filing requirements, and more.

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ADGM Filing Obligations - Know Your Requirements Today

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  1. 21 November 2017 Know your ADGM filing obligations ADGM Registration Authority & Financial Services Regulatory Authority

  2. Your Filing Obligations

  3. Today’s session 3 1 Proposed Branch Requirements Event Driven Filings • Recognition of licensing and branch registration • Branch application requirements • Ongoing branch requirements • Overview of event driven filings • Directors • Allotment of shares 2 Annual Filing Requirements 4 FSRA Filing Overview • Commercial license renewal • Data protection renewal • Annual Return • Annual account filing • Electronic Prudential Reporting System • FSRA Reporting Requirements • FATCA & CRS Reporting

  4. 1. Event-driven filings • Directors • Appointment / cessation of Directors • Change in particulars for Directors • Shares • Allotment of shares • Return of allotment of shares

  5. Event-driven filings Understand what events trigger filing requirements Understand obligations in order to avoid fines • Event Driven Filings: An event driven filing refers to an entities obligation to notify the Registrar of certain changes / events that occur with regards to the registered entity. Filings can be lodged via the Online Registry Solution All filings are equally important

  6. Event-driven filings • Authorised Signatories • Company Name • Articles of Association • Directors • Secretary • Registered Office Address • Shareholder Details • Share Capital • Accounting Reference Date • Statement of Capital • Auditor • Allotment • Transfer • Consolidation/Subdivision

  7. Appointment / cessation of Directors Overview 1 How to file 2 Required supporting documentation 3

  8. Appointment / cessation of Directors Overview Companies Regulations Section 157 - Duty to notify Registrar of changes When to file? Within 14 days How much will it cost? $100 What is the fine? Level 1 - $1,500

  9. Appointment / cessation of Directors How to file

  10. Appointment / cessation of Directors Required supporting documentation 1 Individuals Copy of passport Evidence of appointment Resolution approving the appointment Corporates Copy of certificate of incorporation or registration Evidence of appointment Resolution approving the appointment 2 Both Individuals and Corporates Resolution approving the removal or resignation Evidence of removal or resignation

  11. Change in particulars of directors Overview 1 How to file 2 Required supporting documentation 3

  12. Change in particulars of directors Overview Companies Regulations Section 157 - Duty to notify Registrar of changes When to file? Within 14 days How much will it cost? $100 What is the fine? Level 1 - $1,500

  13. Change in particulars of directors How to file

  14. Change in particulars of directors Required supporting documentation 1 Both Individuals and Corporates Document evidencing the change

  15. Allotment of shares Introduction 1 Overview 2 How to file 3 Required supporting documentation 4

  16. Allotment of shares Introduction Initial allotment occurs upon incorporation. The requirements for subsequent allotments vary depending on: • Existing or new classes of shares; • Issued to new or existing shareholders; and • Provisions in Articles for allotment. Therefore subsequent allotments may involve various filing requirements. Refer to Part 16 – A Company’s Share Capital, ADGM Companies Regulations 2015. If unsure, please obtain legal advice.

  17. Allotment of shares Overview Regulations Section 514 - Return of allotment by limited company When to file? 1 month How much will it cost? $100 What is the fine? Level 2 - $2,000

  18. Return of allotment by limited company Screen shots 1 2

  19. Allotment of shares Required supporting documentation 1 Resolution approving the allotment Copy of Share Register

  20. 2. Annual filings Commercial license renewal Data protection renewal Annual Return Annual account filing

  21. Annual filings Annual filings need to be completed during the same period each year, associated with the anniversary of incorporation / registration. ongoing Event-driven Filings Annual Filings Accounts Deadline Incorporation Date 1st anniversary of incorporation Annual Return Deadline (1 month) (9 months) (12 months)

  22. ADGM Commercial License Renewal Overview 1 How to file 2

  23. ADGM Commercial License Renewal Overview Commercial Licensing Regulations Section 1 - The general prohibition When to file? • Annually before existing license expiry • Subject to activity type How much will it cost? Financial Entities USD 13,000 Retail Entities USD 4,000 Non-Financial Entities USD 8,000 What is the fine? • Level 6 - $20,000

  24. How to file ADGM Commercial License Access your account, then select: ‘Maintain Company’ > ‘Application to Renew Commercial License’ 1

  25. How to file ADGM Commercial License Click ‘General Details’ tab, review the details, confirm and move to the next tab. At the ‘Addresses’ tab, you must upload a copy of a valid lease agreement, certificate of lease registration or consent letter 2 Submit and Pay 3

  26. Data Protection Annual Renewal Overview 1 How to file 2

  27. Data Protection Renewal Overview Data Protection Regulations • Section 12 – Renew annual registration as a Data Controller When to file? • Annually before expiry How much will it cost? • $100 What is the fine? • Up to $15,000

  28. How to file Data Protection Annual Renewal (2/3) Access your account, then select: ‘Maintain Company’ > ‘Data Protection Annual Renewal’ 1

  29. How to file Data Protection Annual Renewal (3/3) Confirm the details at steps 1 to 6, then finalize your declaration and click on ‘Proceed to Payment’. 2

  30. Annual Return Overview 1 How to file 2

  31. Annual Return Overview Companies Regulations • Section 778 - Duty to deliver annual returns When to file? • 1 Month Not to be confused with your company’s annual account filing How much will it cost? • $100 What is the fine? • Level 2 - $2000

  32. Annual Return How to file 1 Within the company details, click on the Maintain Company button, and select File Annual Return from the drop down

  33. Annual Return How to file

  34. Annual Accounts Background 1 Example submission timelines 2 How to file 3

  35. Annual Accounts Background Every company must keep adequate accounting records Accounts must be prepared in accordance with IAS 1st Accounting Reference Period is a period of more than six months but not more than eighteen months (from the date of incorporation to the Accounting Reference Date) A company’s Directors to prepare directors report Only public companies to lay accounts before a general meeting Private company’s to circulate a copy of accounts & reports to members when filing to Registrar Company’s directors must deliver to the Registrar accounts & reports required each financial year (except RSCs and Foundations) Accounts to be filed: • Small companies: balance sheet • Medium / general companies: audited accounts and directors report Companies qualify as small if: • Turnover not more than USD 13.5M; and • No. of employees not more than 35. Period for filing (see next slides)

  36. Example 1 Annual Accounts Example submission timelines • Accounting reference date is 31-Dec • 1st Accounting reference period is 12 months Deadline to file accounts Accounting Reference Date 1st anniversary of incorporation Incorporation Date (12 months) (9 months) 31-Dec-2016 1-Jan-2016 30-Sep-2017

  37. Example 2 Annual Accounts Example submission timelines • Accounting reference date is 31-Dec • 1st Accounting reference period is greater than 12 months (i.e. 15 months) 1st anniversary of incorporation Accounting Reference Date Deadline to file accounts Accounting Reference Date Incorporation Date (12 months) (3 months) 30-Sep-2017 31-Dec-2016 (9 months) (1st Accounting Reference Period = 15 months) 31-Dec-2017 30-Sep-2016 30-Jun-2018

  38. Annual Accounts How to file 1 Within the company details, click on the Maintain Company button, and select Lodge Annual Accounts from the drop down

  39. 3. Proposed requirements for branches

  40. Branch Registration and Requirements Application for Licence and Branch Registration Rules 2017(proposed) Registration & Licensing Applying for a license is the process by which an ADGM branch is registered by non-ADGM bodies corporate. Information Provision Monitoring and Enforcement • Details on the specific information required to be provided to register and license a branch, including • Certificate of incorporation • Constitutional documents • Most recent accounts and reports Introducing penalties for providing false or misleading information to the Registrar. Branch Registration & Requirements License Renewal or Variation Specifies details on the requirements for renewal or variation of the commercial license. Notifications Introduces requirement for branches to notify the Registrar of a change in particulars of the branch. General Conditions of Licence Sets out ongoing requirements including putting in place suitable arrangements to complywith applicable obligations.

  41. 4. FSRA Filing Overview Electronic Prudential Reporting System FSRA Reporting Requirements FATCA & CRS Reporting

  42. ElectronicPrudentialReportingSystem

  43. Thank you to all firms for attending the training sessions and engaging with the system We have now collected our first quarter’s submissions through the system EPRS

  44. Answers to common questions from users can now be found in the FAQ section of EPRS, and in the user manual EPRS

  45. A summary of what is required by the FSRA is shown in the regulatory calendar This is available at FSRA/FSRA EPRS client portal Filing obligations to the FSRA

  46. FATCA and CRS • FATCA • In 2014, UAE – through MOF – signed agreement with US Department of Treasury under model 1 IGA. • CRS • In 2016, the UAE Government has committed to sign an international convention Multilateral Convention on Mutual Administrative Assistance in Tax Matters (MAC) and Multilateral Competent Authority Agreement on Automatic Exchange of Financial Account Information (MCAA) • The both agreements are legal instruments for the implementation of the international OECD standard of Automatic Exchange of Information (AEOI) - CRS for tax purposes. • First reporting: 30 June 2018

  47. Question & Answer Session

  48. Thank you – شكراً

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