Articles of association review in Abu Dhabi Global Market

An articles of association review in ADGM checks whether a company's constitution still matches the way its board actually takes decisions, and whether the version filed with the Registrar is the version everyone assumes is in force. For a foreign-owned group, the gap between those two things rarely surfaces until a lender, an investor or the ADGM Courts need to rely on the document.

A group incorporates a holding entity in Abu Dhabi Global Market to sit above operating companies in two other jurisdictions. Three years later a lender asks for board resolutions authorising a share pledge, and the resolution format the board has been using does not match the format the articles actually require. Nobody had checked whether the original articles were still the operative version, because no amendment had ever been logged against them at the Registrar.

What follows sets out the test ADGM applies to this document, the filing consequence of getting an amendment wrong, and the boundary of what a review of this kind does and does not cover here.

What an articles of association review confirms in ADGM

Abu Dhabi Global Market runs its own companies regime, built on English common law rather than the UAE Civil Code that applies onshore. A company incorporated in ADGM keeps its own articles of association, filed with and enforceable through the ADGM Registrar of Companies, and that filing is distinct from anything held onshore or in another UAE free zone. The first thing an articles of association review review establishes is which version of the articles the Registrar currently holds, because that is the version a counterparty, a court or the Registrar itself will treat as controlling. For the generic mechanics of this work across jurisdictions, see the articles of association review service page.

The generic version of this work asks whether the constitution matches practice. In ADGM it asks a narrower question first: does the registered office address, the share structure and the appointed directors on the public record match what the articles describe, and has every amendment since incorporation actually reached the Registrar. Misalignment between the articles, shareholder and joint venture agreements is common where a group has layered a shareholders' agreement on top of standard-form ADGM articles without updating the constitutional document itself, and the shareholders' agreement is not something the Registrar will ever see.

Abu Dhabi Global Market also maintains a beneficial ownership register, which is not publicly searchable but is available to the Registrar and to competent authorities on request. 01 A review of the articles checks that the beneficial owner information held against the company is consistent with what the constitution and any share transfer restrictions actually permit, because a mismatch here is one of the first things a regulator or a lender checks before relying on the document.

The local requirement or test that drives the work

ADGM company law does not impose a mandatory company secretary on a private company; the record-keeping and filing functions that officer performs in some other jurisdictions sit with the directors themselves, discharged through the Registrar's own portal. There is no separate ADGM licence attached to holding that office, and the review does not need to confirm one exists.

What ADGM does regulate is acting, in the course of business, as a director or company secretary for a client rather than for one's own group; that activity falls within the regulated activities regime for company service providers, and arranging for another person to take the appointment is treated the same way. 02 An articles of association review confirms who is actually named as a director on the register and whether the appointment terms attached to that person are consistent with the powers the articles grant the board, set out in more detail in the note on board meetings and minutes in ADGM.

The test that drives the review is therefore twofold: does the document as filed reflect the governance the board actually exercises, and does the exercise of that governance by any named officer sit within the regulatory perimeter that applies to that person individually. Once a resolution has been passed under articles that turn out to conflict with a shareholders' agreement, the remedy of treating that resolution as void closes off for the shareholder who relied on it, and only a fresh resolution under corrected articles is available going forward.

A holding company with an ADGM subsidiary and a group general counsel signing resolutions from outside the jurisdiction needs both questions answered before the next board pack goes out, not after a lender or the Registrar raises them.

A group named on the ADGM register under appointment terms the current board no longer recognises is not looking at a drafting curiosity; it is looking at exposure that sits with that individual personally until the terms are corrected.

Review your appointment terms. Write to info@hreithlaw.com with the jurisdiction and the structure.

The filing, register or forum consequence

An amendment to the articles of association does not take effect against third parties in Abu Dhabi Global Market until it has been filed with the Registrar of Companies; the internal board or shareholder resolution approving the change is not, on its own, sufficient. 03 Until that filing is made, a counterparty checking the public record sees the prior version of the constitution, and a court or arbitral tribunal applying ADGM law will look to the version actually on file rather than the version the parties believe they agreed.

A share transfer completed under articles amended internally but not yet filed exposes the transfer itself: once the transferee is recorded as a shareholder on the strength of the unfiled version, correcting the register afterwards requires a further filing and, in some cases, the consent of parties who no longer have a reason to give it. Where the pre-emption terms in the articles interact with a transfer restriction of this kind, it is worth comparing how pre-emption regimes on share transfers compare across the jurisdictions this firm covers.

The forum consequence follows the same logic. Disputes over an ADGM company's constitution are heard in the ADGM Courts, applying ADGM law rather than onshore UAE law or the law of any shareholder's home jurisdiction, which matters for a group used to litigating constitutional questions elsewhere in the region. A group weighing whether to hold the same structure through the equivalent review in Bermuda faces a different filing timetable entirely, which is precisely why this page is written for ADGM and not as a generic statement.

What this service does not include in Abu Dhabi Global Market

An articles of association review does not include acting as a director, secretary or authorised signatory for the ADGM entity, and it does not include supplying, sourcing or arranging anyone to hold those offices. It does not include registering as a company service provider, and it does not include any activity that ADGM's regulated activities regime reserves to a licensed provider. That boundary is set by the licensing regime itself, not by preference: providing those services without the relevant ADGM authorisation is the conduct the regime exists to catch, for this firm as much as for anyone else.

• A written analysis of where the current articles diverge from the register and from any shareholders' or joint venture agreement
• A schedule of every amendment that has not yet been filed with the Registrar, ranked by exposure
• A marked-up draft of the articles reflecting the governance the board actually intends to exercise
• An assessment of which appointments on the register carry personal exposure under the current drafting

What the client receives instead is the requirement mapped against the current filing, the criteria the board needs to apply before the next amendment, and a clear statement of which parts of the correction can be done internally and which need a licensed provider's involvement. Where the articles, the shareholders' agreement and the register have drifted apart, correcting one document without the other two simply moves the mismatch rather than closing it. What tends to change once the correction is made is set out in the related insight on what changes after an articles of association review.

Review your appointment terms. Write to info@hreithlaw.com with the jurisdiction and the structure.

Frequently asked questions

Who inside the company is responsible for articles of association review in Abu Dhabi Global Market?

The board is responsible for approving any amendment, but the underlying check, whether the filed version matches the register and any shareholders' agreement, is usually delegated to whoever holds the company secretarial function internally. There is no separate licensed office that carries this by default in ADGM, so responsibility does not move to a third party unless the board actively appoints one.

What evidence should the board keep on articles of association review in Abu Dhabi Global Market?

A dated record of the version filed with the Registrar, the resolution approving each amendment, and a note of the date the amendment was actually lodged rather than the date it was signed. The gap between signature and filing is the detail that matters if a counterparty later disputes which version governed a transaction.

What happens if articles of association review in Abu Dhabi Global Market is not addressed?

The company keeps operating under whichever version the Registrar holds, whether or not that reflects what the board has actually agreed internally. The risk does not surface until a lender, an investor or the ADGM Courts need to rely on the document, at which point an unfiled amendment carries no weight against a third party.

How often should articles of association review in Abu Dhabi Global Market be reviewed?

At every amendment, before a financing or share transfer, and whenever a shareholders' or joint venture agreement is renegotiated. There is no statutory review cycle; the trigger is the event, not the calendar.

Does articles of association review in Abu Dhabi Global Market change for a foreign-owned company?

Not in the test applied, but the practical starting point differs. A foreign-owned company often imports articles drafted for a different legal system and never fully adapted to the ADGM Companies Regulations, so the review has to check fit with the local regime as well as internal consistency.

Author: Mikael Sørensen, expert author. Mikael concentrates on constitutional documents, board governance and cross-border share structures, with particular attention to how a group's constitution holds up once decisions are actually taken across more than one jurisdiction. He writes on the mechanics of articles review, shareholder arrangements and the governance conditions attached to cross-border transactions.