CORPORATE SERVICESADGM & DIFC Licensing

Branches and Representative Offices
Wincore Advisory Group’s structuring team will advise you on the best structuring to establish your UAE presence, establish your branch or representative office whilst assisting you in fulfilling all regulatory licensing with ROC (Registrar of Companies), DED (Department of Economic Development), Freezone authority and the Regulatory authorities.

Representative Office –Representative Offices are usually the most cost-effective The major difference with representative offices is that their business activities are limited to promoting and sourcing work for the parent company. Representative Offices are not allowed to make a profit in the UAE and must outsource all work back to the parent company.

Branch Company –

The parent company remains its sole owner. As such, there is no share capital required to open a branch office. The branch company also uses the parent’s articles of incorporation.

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Merits of establishing a branch or representative office in DIFC freezone :

  • DIFC is an onshore financial centre. At the heart of the DIFC model is an independent risk-based regulator, the Dubai Financial Services Authority (DFSA), which grants licenses and regulates the activities of all banking and financial institutions in DIFC.
  • DIFC is unique in that it has a legislative system consistent with English Common law. DIFC has its own set of civil and commercial laws -Companies Law DIFC Law No. 5 of 2018 including UK Companies Act 2006 plus policy decisions on where to deviate or apply lighter touch than UK or other common law positions)- and regulations and has developed a complete code of law governing financial services regulation.
  • As part of its autonomy, DIFC has created an independent judicial system. The DIFC Courts is the entity responsible for the independent administration and enforcement of justice in DIFC. The Courts have exclusive jurisdiction over all civil and commercial disputes arising within DIFC and or relating to bodies and companies registered in DIFC.
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Merits of establishing a branch or representative office in ADGM freezone

The ADGM Free Zone has three independent authorities:

  • The Registration Authority is responsible for the registration, incorporation and licensing of legal entities in ADGM and supports with all government-related services.
  • The FSRA, which has two independent bodies (the Regulatory Committee and the Appeals Panel) is a signatory to 88 bilateral MoUs with foreign regulators and international financial centres and member of the International Organisation of Securities Commissions (IOSCO) & Basel Committee Consultative Group (BCG);. Financial services entities registered in ADGM need to meet specific obligations set out by the FSRA. These obligations are in addition to standard obligations that all ADGM registered entities are required to meet.
  • ADGM Courts and its judiciary are modelled on the English judicial system. The direct application of English common law (including the rules and principles of equity plus well-established English statutes on civil matters) makes ADGM the first jurisdiction in the Middle East to adopt a similar approach to that of Singapore and Hong Kong: The foundation of the civil and commercial law in ADGM is provided by the Application of English Law Regulations 2015.

Regulated Financial Entities ADGM & DIFC

Wincore provides strategic assistance and coordination services on establishing regulated and non-regulated business setup services in ADGM and DIFC.

Our team of senior level compliance and legal advisors, combined with sophisticated corporate service expertise, we can provide the highest quality advisory and set up services for regulated and unregulated set-ups, at competitive cost and within an efficient and respected processing timeline. The key to the success of a timely company set-up, is the professional drafting of the compliance and business plans within the General Information for Regulated Activities (GIRA), application for financial services permission, presented to the regulatory and /or registrar authorities.

In parallel to the company set-up and in view to satisfy the In-Principle approval of the Regulatory authority, through its strategic partnerships, Wincore is able to provide a full range of services:

  • Outsourced Compliance Officer (CO) / Risk Officer (RO) / Money Laundering Reporting Officer (MLRO)
  • Outsourced Accounting and Finance Officer
  • Governance, Risk & Compliance (GRC) assessments
  • VAT advisory, registration and implementation
  • CRS/FATCA assistance and implementation
  • Designated Non-Financial Businesses and Professions (DNFBP) assistance
  • Assistance in respect of policies, procedures and regulatory returns
  • Assurance subscription
  • Economic Substance Tests
  • Training

ADGM Authorities:

  • Financial Services Regulatory Authority (FSRA)
  • ADGM Registration Authority (ADGM RA)
  • The ADGM Courts and their judiciary are broadly modelled on the English judicial system. Their judgments and rulings are enforceable throughout the UAE. They do not have jurisdiction in criminal matters. Therefore references in the English Statutes to criminal offenses have been amended to breaches of the ADGM Courts Regulation or Rules and are punishable by a monetary fine.
  • The foundation of the civil and commercial law in ADGM is provided by the Application of English Law Regulations 2015. Those Regulations make English common law (including the rules and principles of equity) directly applicable in ADGM. In parallel a wide range of English statutes on civil matters are also applicable in ADGM.
  • Dispute Resolution Authority (ADGM Courts and Arbitration Institution)

DIFC Authorities:

  • Dubai Financial Services Authority (DFSA)
  • DIFC Registration Authority (DIFCA)
  • The DIFC Courts have exclusive jurisdiction over all civil and commercial disputes arising within DIFC and/ or relating to bodies and companies registered in DIFC. DIFC is has a legislative system consistent with English Common law unlike mainland jurisdictions. DIFC has its own set of civil and commercial laws and regulations and has developed a specific code of laws governing financial services.
  • Dispute Resolution Authority (DIFC Courts and Arbitration Institution)
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Why the ADGM or DIFC

  • 100% foreign ownership
  • 0% corporate tax for 50 years
  • 0% import or re-export customs duties instead of 4% mainland
  • 0% personal income tax
  • 5% VAT only
  • design a tax-efficient transaction structuring;
  • No restriction on capital repatriation
  • No currency restrictions
  • No restriction on foreign talent or employees employment
  • US$ denominated economic environment
  • Responsive Authorities
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Type of Financial Licences in ADGM and DIFC

First degree of structuring – More confidential and sophisticated
structuring are possible.
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Procedure to Regulated Business Set Up

1. Application stating the requested regulated activity (ies) and related category of license must be submitted to the respective regulatory authority which will consider the suitability of the applicant:

  • The DFSA and DIFC Registration Authority for DIFC, or;
  • The FSRA and ADGM Registry Authority for ADGM.

2. Presentation to the authorization team and regulators, during an introductory meeting, of the draft regulatory business plan.
3. Compliance review of the application documents and Submission of the full application with its regulatory business plan upon the acceptation of the draft regulatory business plan.
4. All regulatory requirements attached to the requested category of license must be met before the incorporation is granted.
5. Issuance of an In-Principal Approval letter by the Regulator to the applicant upon satisfactorily completion of their senior management’s due diligence and essential points of the application.Incorporation of the entity upon fulfilling the incorporation requirements of the Registration Authority.
6. Grant of financial services permission upon all conditions of the In-Principal Approval are met.

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Start a conversation

Mohammed Rahali

Wincore Advisory Group Managing Partner
M: +971 (0) 55 138 9591
Email

Maricar Caluracan

Wincore Advisory Group Senior Business Advisor
M : +971 (0) 58 105 1553
Email

Chinwe Azikiwe

Wincore Advisory Group Senior Business Advisor
M: +971 (0) 50 630 0821
Email

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