ADGM Company Regulations: What Your Business Must Follow in 2026

ADGM's laws sit in layers. Federal and Abu Dhabi law created ADGM and set its limits, and ADGM's own regulations, rules and guidance fill in the detail. Knowing which layer a rule comes from tells you who enforces it and where to check when it changes.

Where do ADGM's laws come from?

Each layer builds on the one above it:

1. Federal law: Federal Law No. 8 of 2004 on financial free zones, and Federal Decree No. 15 of 2013, which established ADGM
2. Abu Dhabi law: Abu Dhabi Law No. 4 of 2013, which sets out ADGM's governance and powers
3. ADGM regulations: laws enacted by ADGM's Board, such as the Companies Regulations 2020
4. Rules: detailed requirements made under each regulation, such as the conditions attached to a licence
5. Guidance: notes from the RA, the Financial Services Regulatory Authority (FSRA) and ADGM Courts on how the rules apply

Guidance explains how a rule applies in practice. Where guidance and a regulation differ, the regulation wins.

Why does ADGM apply English common law?

The Application of English Law Regulations 2015 make English common law, including the rules of equity, part of ADGM law. It applies as it stands from time to time, so new English case law can guide ADGM's courts as it develops. ADGM was the first jurisdiction in the region to take this approach, which Singapore and Hong Kong also follow.

For your business, contracts, company disputes and directors' duties follow principles that international investors, banks and lawyers already know. Where an ADGM regulation covers a point, the regulation takes priority over the common law.

Which UAE federal laws still apply?

ADGM's own laws replace federal civil and commercial law inside the zone. Other federal laws still apply, including Corporate Tax, Value Added Tax (VAT), criminal law, anti-money laundering law and immigration law. Visas for your staff therefore still go through federal authorities.

The federal Commercial Companies Law, Decree-Law No. 32 of 2021, does not govern ADGM companies. Your company follows the Companies Regulations instead. Other free zones for businesses in the UAE work the same way, with the zone's own rules covering company matters and federal law covering tax.

The Companies Regulations cover a company's whole life, from formation to closure. Four areas matter most day to day: your constitution, your directors' duties, the records you keep and your annual accounts. Each one comes with its own filings, and the RA checks them.

What goes into a company's constitution?

Every ADGM company has articles of association, which set out how it is run and what rights its shares carry. You can adopt ADGM's model articles, amend them or draft your own. Most founders use a private company limited by shares, which needs only one shareholder.

Your articles can create more than one class of share, each with its own voting or dividend rights. Since 1 May 2026, companies can no longer issue bearer shares, which belong to whoever holds the certificate. Every share must now be registered to a named owner.

What are a director's duties?

Directors owe seven general duties, modelled on UK company law. A director must:

• Act within the powers the articles give them
• Promote the success of the company
• Exercise independent judgment
• Exercise reasonable care, skill and diligence
• Avoid conflicts of interest
• Refuse benefits from third parties
• Declare an interest in any proposed transaction

These duties apply equally to executive, non-executive and nominee directors. A person whose instructions the board usually follows, known as a shadow director, can be treated as a director. The Registrar can also seek to disqualify directors for persistent breaches.

Which registers and records must you keep?

Your company keeps statutory registers of its members, directors and charges, plus a record of its beneficial owners. Each register must stay current. Most changes also need a filing with the Registrar, such as appointing a director or allotting new shares.

Accounting records must be kept for at least 10 years. They should show your transactions and financial position at any point in the year, so a catch-up at year end is rarely enough. Proper bookkeeping systems make that far easier to keep up.

What are the annual accounts and audit rules?

Every company files annual accounts with the RA through the Online Registry Solution. After the first year, they are due within nine months of the accounting reference date, which is usually your financial year end. The first deadline depends on whether your first financial year is shorter or longer than 12 months.

Accounts must be audited by an ADGM-registered auditor unless the company qualifies for an exemption. A small standalone company qualifies if its turnover is no more than USD 13.5 million and it has no more than 35 employees. If you rely on the 0% Corporate Tax rate, you need audited accounts whatever your size.

ADGM companies sit inside the UAE Corporate Tax system, whatever their activity. The 0% rate is available to companies that meet a strict set of conditions and keep meeting them each year. Registration and filing with the tax authority are separate from your ADGM licence, and VAT has its own rules.

What makes you a Qualifying Free Zone Person?

A Qualifying Free Zone Person (QFZP) pays 0% on qualifying income and 9% on the rest, under the UAE's free zone Corporate Tax rules. To qualify, your company must:

• keep adequate substance in the free zone, with staff, assets and spending to match its activity
• earn qualifying income from the activities listed in Ministerial Decision No. 229 of 2025
• keep non-qualifying revenue below 5% of total revenue or AED 5 million, whichever is lower
• follow transfer pricing rules on deals with related parties
• prepare audited financial statements
• not elect to pay the standard rate

Fail any condition and you lose QFZP status for that tax period and the four that follow.

How do registration and filing work?

Your ADGM licence does not register you with the Federal Tax Authority (FTA). Complete corporate tax registration separately. A free zone company has three months from incorporation to register, even if it has not started trading.

You then file a Corporate Tax return within nine months of the end of each tax period, even when no tax is due. A QFZP cannot also claim Small Business Relief, which is for businesses with revenue of AED 3 million or less. ADGM companies can also apply for a UAE Tax Residency Certificate, subject to FTA criteria.

Do VAT and economic substance rules apply?

VAT applies to ADGM companies, and the old economic substance rules do not. ADGM is not a VAT Designated Zone, so the standard rules apply to your supplies. You must register once taxable supplies pass AED 375,000 over 12 months, as explained in this guide to VAT registration in the UAE.

The standalone Economic Substance Regulations no longer apply. Cabinet Decision No. 98 of 2024 removed them for financial years starting on or after 1 January 2023. Substance is now tested through the QFZP conditions instead.

ADGM revises its rules several times a year, usually after a public consultation. Most changes take effect on publication, so check for updates before each renewal or filing. These are the changes from 2025 and 2026 that affect most companies:

The RA can fine a company and its officers for breaching the regulations, and late filings attract penalties. Serious or repeated breaches can lead to the company being struck off the register or its directors being disqualified.

ADGM publishes its enforcement actions. In 2025, the FSRA fined 23 entities for breaching international tax reporting rules, and the RA asked 155 entities to update their beneficial ownership records. In an earlier case, the RA fined a director personally after two passive Special Purpose Vehicles he controlled managed residential property and he gave false information when applying to close them.