ADGM Commercial Law Changes from 22 25 September 2026
Abu Dhabi Global Market (ADGM) has introduced changes to its commercial legislation, with new requirements affecting nominee arrangements, beneficial ownership information, foreign company branches and cash transactions by certain professional businesses.
The relevant ADGM company regulations and rules were enacted by the Board on 16 April 2026 and published on 24 April 2026. They took effect immediately. For most businesses, the changes are unlikely to require any restructuring, but they do make accurate information about ownership and control increasingly important in this UAE financial free zone, which has its own regulator, the FSRA.
What has changed in Abu Dhabi Global Market
The amendments follow several other changes to ADGM’s commercial framework during 2026. As part of its wider regulatory framework, ADGM operates under its own civil and commercial laws. Earlier measures dealt with areas including bearer shares, beneficial ownership requirements for trustees and certain company filing requirements. The latest changes have a clearer focus on transparency around who ultimately owns or controls an entity.
Much of this is about information that ADGM companies may already hold. The difference is in how that information is recorded, kept up to date and made available. The effect is more direct for businesses using nominee shareholders or directors, foreign company branches, structures involving trusts and certain professional service providers.
Nominee arrangements become more visible
ADGM now requires the public register to indicate whether a shareholder or director is acting in a nominee capacity.
A nominee shareholder holds shares on behalf of another person, while a nominee director acts on the instructions of, or represents, another person. These arrangements remain legitimate and are commonly used in corporate and private wealth structures. What has changed is the level of visibility around them.
The beneficial ownership register itself remains non-public. Someone looking at the public register will, however, now be able to see that a registered shareholder or director is acting as a nominee.
For companies already using nominee arrangements, the practical point is fairly simple. Those relationships need to be correctly identified and the information held by the Registration Authority needs to reflect the actual position.
Foreign branches have new ownership obligations
The change for foreign company branches is more substantial.
Branches of foreign companies and foreign partnerships previously benefited from an exemption from ADGM’s Beneficial Ownership and Control Regulations. A registered branch of a foreign legal person must now maintain and provide beneficial ownership information relating to its foreign parent.
That means looking beyond the company immediately registered in ADGM. The branch needs to be able to identify the individuals who ultimately own or control the overseas parent.
For a privately owned company with a simple shareholding structure, this should be relatively straightforward. It becomes less so where the parent sits within an international group with several corporate layers, or where trusts or other arrangements sit between the immediate shareholders and the ultimate owners.
This is likely to be one of the more practical changes for international businesses. Information may already exist elsewhere in the group, but the ADGM branch needs to be in a position to access current ownership information and provide it when required.
Trust information comes within clearer reach
The ADGM Registration Authority has also been given clearer powers to obtain beneficial ownership information relating to trusts connected with ADGM.
The Registrar can request information needed to understand the beneficial ownership behind relevant trust arrangements. So where a trust forms part of an ownership or control structure, the people behind the arrangement need to be capable of being identified and documented where the rules require it.
The point is consistent with the wider direction of the amendments. ADGM is looking beyond the name that appears immediately on a corporate record and requiring enough information to establish who ultimately owns, controls or benefits from the structure.
Cash controls for certain professional businesses
The amendments also introduce restrictions on cash transactions, although these apply to a specific group of businesses rather than ADGM companies generally.
New commercial licensing conditions restrict designated non-financial businesses and professions from accepting or distributing cash above the applicable prescribed thresholds. This includes legal, accounting, company service and real estate providers.
For businesses that already receive and make payments almost entirely through banks and other traceable methods, there may be little practical change. Those that still handle significant cash payments will need to look more closely at how those transactions are accepted, approved and recorded.
The reasoning here is fairly clear. These businesses can handle client money, assets and corporate structures, so cash transactions form part of the wider controls intended to reduce money laundering and other financial crime risks.
Beneficial ownership records need to stay current
The changes also put more weight on an obligation that already exists. ADGM entities falling within the Beneficial Ownership and Control Regulations must take reasonable steps to identify their beneficial owners and maintain accurate records. Changes to beneficial ownership information generally need to be reported to the Registrar within 15 days.
That can be easy to overlook once an entity has been established. A company’s immediate shareholder may remain exactly the same while ownership or control higher up the structure changes. The ADGM company’s records may still need to be updated.
This is particularly relevant to international groups and companies with several layers of ownership. Information collected when the ADGM entity was established may be accurate at the time but gradually fall out of date as changes take place elsewhere in the group.
What should ADGM companies review now?
There is no single new filing exercise that every ADGM company needs to complete. The sensible approach is to look at the company’s own structure and identify which of the changes actually apply.
Businesses using nominee shareholders or directors should confirm that those relationships are properly recorded. Foreign companies operating through ADGM branches need current beneficial ownership information for the overseas parent. Where trusts form part of the structure, the information needed to establish ultimate ownership and control should be available if requested.
Professional businesses covered by the new cash restrictions have a different task. They need to review payment procedures and make sure their controls reflect the new commercial licensing conditions.
For other ADGM companies, this is a useful point to compare current ownership and control records with the information held by the Registration Authority. Changes in shareholders, beneficial owners, directors or control arrangements may require an update.
The amendments are not asking most ADGM businesses to change how they are structured. The direction is towards greater transparency around the people behind those structures. For companies with foreign parents, nominee arrangements or trust-linked ownership in particular, that makes the quality of the underlying records increasingly important.
