ADGM Tightens Commercial Legislation with Sweeping Regulatory Amendments

Abu Dhabi, UAE — The Registration Authority (RA) of Abu Dhabi Global Market (ADGM) has published a comprehensive package of amendments to its commercial legislation, reinforcing the financial centre’s position as one of the region’s most rigorously governed international financial hubs. The updates, effective upon publication, are designed to sharpen regulatory clarity, align ADGM’s framework more closely with international standards, and strengthen defences against money laundering and terrorist financing.

The legislative overhaul spans several key areas of ADGM’s commercial framework, touching on foundations, trusts, beneficial ownership, administrative regulations, and companies regulations. Notably, the existing Commercial Licensing Regulations have been repealed and replaced in their entirety with updated rules.

Cracking Down on Bearer Shares and Illicit Structures

Among the most significant changes is an express prohibition on bearer shares — instruments that have long been flagged by global watchdogs, including the Financial Action Task Force (FATF), as vehicles prone to misuse for money laundering and concealment of beneficial ownership. The ban brings ADGM firmly in line with international best practice and eliminates a potential gap that could otherwise be exploited by bad actors.

Enhanced Beneficial Ownership Obligations for Trustees

The amendments also introduce strengthened beneficial ownership requirements with particular focus on trustees. Building on ADGM’s existing Beneficial Ownership and Control Regulations, the updated rules clarify that it is the location of the trustee — rather than the governing law of the trust — that determines the scope of regulatory obligations. Trustees are now subject to more explicit duties around identifying, recording, and reporting beneficial ownership information, with changes to the cascade approach for identifying ultimate beneficial owners in line with FATF and OECD recommendations. Entities are required to report any changes to their record of beneficial owners to the Registrar within 15 days, with non-compliance potentially attracting fines of up to USD 54 million.

Restrictions on Non-Profit Activities

The reforms also introduce clearer restrictions on non-profit activities conducted through ADGM-registered structures. This move addresses growing international concern around the misuse of non-profit and charitable vehicles for the financing of terrorism and proliferation — a risk area increasingly scrutinised by global regulatory bodies.

Updated Filing Deadlines

To reduce ambiguity and provide businesses with greater operational certainty, the amendments introduce updated filing deadlines across the relevant regulations. These changes are intended to give registered entities clearer timelines for compliance and reduce the risk of inadvertent contravention.

Part of a Broader Regulatory Drive

The latest amendments come as part of ADGM’s sustained programme of regulatory modernisation in 2025. Earlier in the year, the RA published its Administrative Regulations 2025 — a wide-ranging framework introducing a two-tier contravention system, updated fine levels, robust investigation powers, and expanded enforcement tools including licence suspension and cancellation. The RA has also recently introduced enhanced controls for legal, tax, and company service providers, including new qualifications requirements and mandatory conflicts-of-interest policies.

ADGM, which operates under English Common Law across Al Maryah Island and Al Reem Island in Abu Dhabi, is consistently ranked among the top international financial centres in the Middle East and Africa. The centre’s proactive approach to regulatory reform has positioned it as a preferred jurisdiction for global financial and non-financial institutions seeking a transparent, well-governed operating environment.

The updated legislation is publicly available on the ADGM website and takes effect immediately upon publication.

https://en.adgm.thomsonreuters.com/rulebook/24-april-various-amendments-adgm-commercial-legislation