A client with an ADGM branch of a Luxembourg parent asked us a fair question last week: has something changed, and did it change in April, in June, or this month? Three published sources give three different answers. Here is what the legislation actually says, and what it means for your structure.
The short answer
- Branches of foreign companies are no longer exempt from ADGM's beneficial ownership regime and must hold ownership information about the foreign parent.
- The ADGM public register now shows whether a director or member acts in a nominee capacity. The record of beneficial owners itself stays private.
- The operative instruments were published on 26 June 2026 and came into force that day, not in September as one practitioner note suggests.
- Changes in beneficial ownership must still be reported to the Registrar within 15 days, and the 25 per cent test is unchanged.
Last reviewed 23 September 2026
A client with an ADGM branch of a Luxembourg parent asked us a fair question last week. Has something changed, and did it change in April, in June, or this month? He had read a practitioner note published on 21 September saying the changes applied "from 22 to 25 September 2026" in its headline, while the body of the same note said the regulations were enacted on 16 April and published on 24 April. He had then checked ADGM's own beneficial ownership page, which still said that branches of foreign companies are exempt from the regime altogether.
Three sources, three answers. We went to the legislation. This article sets out what we could verify and what we could not, because here the provenance matters as much as the conclusion.
What we verified, and from where
The operative instruments are the Beneficial Ownership and Control Regulations (Amendment No. 2) 2026, the Companies Regulations (Amendment No. 2) 2026 and the Commercial Licensing Regulations (Conditions of Licence and Branch Registration) Rules 2026(A). Each carries a date of publication of 26 June 2026 in the ADGM rulebook, and each contains a commencement clause in identical terms: these come into force on the date of their publication.
ADGM's own announcement of 9 July 2026 lists the same four changes and states plainly that they are effective upon publication. So the commencement date we can support from primary sources is 26 June 2026. We found no primary source for a September date, we are not reproducing the "22 to 25 September" figure as fact, and anyone relying on it should ask the ADGM Registration Authority directly.
There is also a Beneficial Ownership and Control Regulations (Amendment No. 1) 2026, published on 24 April 2026. We read it. It rewrites the trust limb of the beneficial owner definition and tidies the definition of ADGM Person. It is not the instrument that brings branches into scope. Our reading is that the April date in circulation belongs to that earlier amendment, and the two have been run together.
Nominee arrangements stay legitimate. They stop being invisible
A nominee shareholder holds shares on behalf of someone else. A nominee director sits on a board on the instructions of, or as the representative of, someone else. Both are ordinary tools, used for confidentiality, for administrative convenience where a beneficial owner travels, for holding shares pending a completion, and in family structures where the person with the economic interest is not the person you want signing board minutes in Abu Dhabi.
None of that changed in June. What changed is visibility. The Companies Regulations (Amendment No. 2) 2026 inserted into section 952 a new heading, "Statement of nominee arrangements", requiring a statement as to whether any director is a nominee director within the meaning of the Beneficial Ownership and Control Regulations 2022, and a statement as to whether any member entered in the register of members holds shares as a nominee shareholder. The same amendment added a definition of nominee shareholder: a person who holds shares in a company on behalf of, or subject to the discretion, instruction or control of, another person. There is a carve out for certain restricted scope and investment companies wholly owned by federal or Emirate government bodies.
So somebody searching the public register will now be able to see that a registered holder is a nominee. They will not see who stands behind that nominee. The distinction matters, and it is the point most often blurred in commentary.
The record of beneficial owners is still not public
Clients hear "transparency" and assume their ownership is about to be published. It is not. ADGM's beneficial ownership and control page states that the Record of Beneficial Owners is not published publicly for privacy reasons, that access is limited to designated personnel of the ADGM Registration Authority, and that the Registrar may only disclose the information to third parties in accordance with section 967 of the Companies Regulations or with the consent of the entity concerned.
Two registers, two levels of access. The public register now carries a nominee flag. The beneficial ownership record behind it remains closed.
The branch change is the substantial one
Until June, branches of foreign companies and foreign partnerships sat outside the Beneficial Ownership and Control Regulations 2022 entirely. The Amendment No. 2 2026 changed that by adding a new limb to the definition of ADGM Person: a branch registered under the Conditions of Licence and Branch Registration Rules, being a branch of a body corporate incorporated outside the Abu Dhabi Global Market.
A new paragraph in Schedule 1 makes the consequence explicit. A registered branch does not constitute a separate legal person, and any obligation under the Regulations relating to beneficial ownership information applies in respect of the foreign legal person to which the branch relates. A further new paragraph says that references in Schedule 1 to a company, partnership, foundation, trust or other legal arrangement are to be read as references to that foreign legal person, and that the identification tests apply to it according to its legal form. There is a narrow carve out: for the nominee director provisions specifically, a registered branch is treated as if it were not an ADGM Person.
In plain terms, the branch must now be able to say who ultimately owns or controls the overseas parent, not merely name the parent.
For a privately held parent with two individual shareholders, that is an afternoon's work. For a parent sitting six layers down an international group, or one whose shares are held by a trust, it is not. In our experience the obstacle is rarely unwillingness. The information sits with a group secretariat in another time zone, in a format designed for a different regulator, and nobody has ever been asked to trace it to natural persons. Ask now, while it is housekeeping rather than a response to a notice.
One caution. As at the date of this article, ADGM's own beneficial ownership page still carries the older statement that the 2022 Regulations apply to all legal entities operating within ADGM except for branches of foreign companies or foreign partnerships. On our reading that page is simply behind the legislation. If a decision turns on the point, confirm it with the ADGM Registration Authority rather than relying on the guidance page or on this article.
Trusts in the chain
The Registrar has been given an express route to trust information. Amendment No. 2 2026 inserted a new Part 3 into the 2022 Regulations, headed Information Duties of Trusts. It applies where a trustee is resident in ADGM, where trust property is situated in ADGM, or where the administration of the trust is carried on in ADGM.
Within that scope the Registrar may, by written notice, require a trustee to provide such information as the Registrar may reasonably require to identify the beneficial owners of the trust. The trustee must comply within the period specified and take reasonable steps to confirm the information is true, accurate and complete. If the trustee does not comply, the Registrar may apply to the Court, and the orders available include removal of the trustee where the failure is material or persistent.
The beneficial owners of a trust for this purpose are the settlor, the trustees, each beneficiary, any protector or enforcer, the class of persons in whose main interest the trust operates where beneficiaries are undetermined, and any other person who in the trustee's reasonable opinion has control over it. Control is defined by reference to powers to apply trust property, vary or terminate the trust, add or remove beneficiaries, appoint or remove trustees, or veto any of those.
The tests and the deadline have not moved
Two things clients sometimes think are new are not. The beneficial owner test for a company or LLP remains two-fold, as ADGM's page sets it out. First, any person with 25 per cent or more direct or indirect ownership or voting rights, and separately any natural person who controls the entity whether or not someone meets the 25 per cent test. Second, only if nobody is identified under the first test, any person holding the position of officer. The officer fallback is a last resort, not an alternative.
The filing obligation is also unchanged: maintain up to date records and report changes to the Registrar within 15 days. ADGM states that failure to comply is subject to a significant maximum fine. In our experience the 15 day clock is the most commonly missed obligation in ADGM, almost always for the same reason. The ADGM company's own shareholder register never changes, so nobody thinks a filing is due, while the ownership three levels up has moved twice.
Cash restrictions, including for firms like ours
Rule 16 of the Commercial Licensing Regulations (Conditions of Licence and Branch Registration) Rules 2026(A) prohibits a licence holder from accepting or distributing cash in connection with real estate agency services involving the acquisition or disposal of real property, accountancy services, audit services, insolvency practitioner services, tax services, legal services and company services. Payment by bank transfer, cheque, a regulated payment instrument or another traceable channel acceptable to the Registrar is unaffected. A licence holder that inadvertently receives cash does not contravene the rule if it returns the cash as soon as reasonably practicable and does not otherwise deal with it. The prohibition does not apply where the total cash in a transaction does not exceed USD 3,000. The Registrar may grant an exemption in exceptional circumstances.
Atlas is a DIFC entity, registered with the DFSA as a Designated Non-Financial Business or Profession under reference F012915, so the ADGM rule does not bind us directly. The policy behind it applies to firms like ours just as much. Corporate service providers, law firms and accountancy practices handle client money and build ownership structures, which is exactly why cash controls are pointed at them. Our own practice is traceable channels only, and we would expect any provider you engage in either centre to say the same.
A practical review list
| If your structure has this | What to check | Where it is recorded |
|---|---|---|
| A nominee shareholder or nominee director | That the nominee relationship is correctly identified and that the statement of nominee arrangements reflects the real position | ADGM public register, from 26 June 2026 |
| An ADGM branch of a foreign company | That you can identify the natural persons who ultimately own or control the foreign parent, and evidence it | Record of beneficial owners, held by the branch and filed with the Registrar |
| A trust anywhere in the chain | That settlor, trustees, beneficiaries, protector and any person with control can be named and documented | Trustee records, producible to the Registrar on notice |
| Several corporate layers above the ADGM entity | Whether ownership changed above the immediate shareholder, and whether it was notified within 15 days | Record of beneficial owners and Registrar filings |
| A licence covering legal, accounting, tax or company services | Payment procedures against the cash prohibition in Rule 16 | Internal controls and client payment records |
None of this asks most owners to restructure. It asks them to be able to prove, on request, who is behind the structure. That is a records exercise, and records exercises are cheapest when nobody is waiting on the answer.
Where to start
If you hold an ADGM SPV or holding company, the useful first step is the one described in our ADGM annual compliance calendar: put the beneficial ownership review on a fixed date rather than treating it as event driven, because the events that trigger it happen outside ADGM. If you are still choosing a centre, the comparison in DIFC SPV versus ADGM SPV sets out how the two regimes differ, and our ADGM holding company setup article covers the formation mechanics. For the filing steps when ownership or board composition does change, see share transfers and director changes.
Atlas provides corporate secretarial and governance support for ADGM structures, and the role a provider plays is described in our note on the ADGM company service provider requirement. Law firms and family offices coordinating work across both centres can see how we structure that on our advisers page. Where a review turns into tax analysis, that work is delivered with GTAG, our sister company in the GTAG/Assetica group.
Send us the structure chart and the last beneficial ownership filing. We will tell you where the chain stops short of a natural person.
Frequently Asked Questions
Are nominee shareholders and nominee directors still allowed in ADGM?
Yes. Nothing in the 2026 amendments prohibits nominee arrangements. The Companies Regulations (Amendment No. 2) 2026 inserted a new definition of nominee shareholder and a requirement for a statement of nominee arrangements, and the Registration Authority's announcement of 9 July 2026 describes the change as enhancing transparency, not as a ban. What has changed is that the fact of the arrangement becomes visible on the public register. The underlying relationship remains a perfectly ordinary feature of corporate and private wealth structuring.
Do branches of foreign companies in ADGM now have beneficial ownership obligations?
Yes. The Beneficial Ownership and Control Regulations (Amendment No. 2) 2026 inserted a new limb into the definition of ADGM Person covering a branch registered under the Conditions of Licence and Branch Registration Rules, being a branch of a body corporate incorporated outside ADGM. A new paragraph in Schedule 1 says that a registered branch is not a separate legal person and that the beneficial ownership obligations apply in respect of the foreign legal person to which the branch relates. The amendment was published on 26 June 2026 and came into force on publication.
When did these ADGM changes actually take effect?
The Beneficial Ownership and Control Regulations (Amendment No. 2) 2026, the Companies Regulations (Amendment No. 2) 2026 and the Commercial Licensing Regulations (Conditions of Licence and Branch Registration) Rules 2026(A) each carry a publication date of 26 June 2026, and each says it comes into force on the date of publication. ADGM's own announcement of 9 July 2026 confirms the changes are effective upon publication. A practitioner note published on 21 September 2026 gave dates of 22 to 25 September 2026 in its headline and 16 and 24 April 2026 in its body. Neither matches the commencement clauses we read.
Is the ADGM record of beneficial owners public?
No. ADGM's own guidance page states that the Record of Beneficial Owners is not published publicly for privacy reasons and that access is limited to designated personnel of the ADGM Registration Authority. The Registrar may disclose beneficial ownership information to third parties only in accordance with section 967 of the Companies Regulations or with the consent of the legal entity concerned. The nominee statement on the public register is a separate and much narrower disclosure.
How quickly must a change in beneficial ownership be reported in ADGM?
Within 15 days of the change. ADGM's beneficial ownership page states that all applicable entities must maintain up to date records and report changes to the Registrar within 15 days. In our experience this is the obligation most often missed in multi-layer groups, because the ADGM entity's immediate shareholder does not change even though ownership two or three levels above it has. Failure to comply can attract a significant maximum fine.
Who is caught by the new ADGM cash restrictions?
Rule 16 of the Commercial Licensing Regulations (Conditions of Licence and Branch Registration) Rules 2026(A) prohibits a licence holder from accepting or distributing cash in connection with real estate agency services involving the acquisition or disposal of real property, accountancy services, audit services, insolvency practitioner services, tax services, legal services or company services. Payment by bank transfer, cheque, a regulated payment instrument or another traceable channel acceptable to the Registrar is unaffected. The prohibition does not bite where the total cash in a transaction does not exceed USD 3,000.
What should the owner of an ADGM SPV do first?
Compare the beneficial ownership information the Registration Authority holds with the position today, and work upward through every layer until you reach natural persons. If the answer at the top has changed since incorporation and was not notified within 15 days, deal with that now rather than at renewal. If the structure includes a trust, confirm that settlor, trustee, beneficiaries, protector and any person with control over the trust can be identified and evidenced.