In May 2026, the ADGM Registration Authority (RA) published amendments to its commercial legislation to strengthen the regulatory framework within ADGM. ADGM said the changes are designed to improve regulatory clarity, align with international standards, and mitigate risks related to money laundering and terrorist financing. The RA also repealed and replaced the Commercial Licensing Regulations (Conditions of Licence and Branch Registration) Rules 2025(B) with the 2026 version. These amendments took effect upon publication, and ADGM noted the updated legislation is publicly available through its official website, making immediate review a practical starting point for in-scope entities.
The direction of the update matters because ADGM has reported growth in activity. ADEPTS cited that in March 2026, ADGM said active licences had reached 12,671 by the end of 2025, a scale that increases the need for consistent filing discipline and clearer supervisory expectations. The same source also noted that FATF removed the UAE from increased monitoring in February 2024, and that FATF’s assessment calendar shows a possible onsite period for the UAE in June 2026. Against that backdrop, the RA positioned the amendments as part of a wider push for stronger and more visible compliance expectations.
What Changed: Beneficial Ownership, Bearer Shares, and Trust Focus
A central theme in the amendments is ownership transparency. Multiple sources summarised strengthened beneficial ownership requirements, including a particular focus on trustees and trust-related information where relevant. ADEPTS described a June 2026 update that builds on the Beneficial Ownership and Control (BOC) Regulations 2022, while giving the Registrar clearer statutory authority to request information relating to trusts where appropriate. The same update introduced a transparency requirement under which the public register will indicate whether a shareholder or director is acting in a nominee capacity. Together, these points push entities to make sure beneficial ownership records, nominee arrangements, and trust documentation can be produced when required for regulatory supervision or compliance purposes.
The amendments also introduce an express prohibition on bearer shares. Commentaries describing the changes stated that companies registered in ADGM can no longer issue bearer shares, and they linked the prohibition to long-standing concerns about instruments that can obscure who actually owns and controls a company. Alongside that ban, sources also highlighted clearer restrictions on non-profit activities conducted through ADGM-registered structures. They stated that foundations and trusts cannot be set up for purposes that fall within ADGM’s definition of non-profit organisations under its AML framework, which is intended to draw sharper boundaries around permitted uses of these legal arrangements.
For day-to-day compliance, the update is also about timing. Sources describing the reforms said the amendments introduce updated filing deadlines across relevant regulations to give registered entities clearer timelines and reduce inadvertent contravention. On beneficial ownership specifically, two sources stated that entities must report any change to their record of beneficial owners to the Registrar within 15 days. Those same sources also reported that non-compliance can attract fines of up to USD 54 million. A practical response is to treat the ADGM legislation amendments 2026 as a review trigger: update filing calendars, check beneficial ownership registers for accuracy and currency, and test whether internal processes can detect and report ownership changes within the 15-day window.
When did ADGM’s commercial legislation amendments take effect?
Are bearer shares still allowed for companies registered in ADGM?
What is the deadline to report beneficial ownership changes to the Registrar?
What penalties were reported for failing to meet beneficial ownership requirements?
What do the ADGM legislation amendments 2026 mean for nominee arrangements and trust transparency?
