Ongoing obligations a DIFC or ADGM foundation creates once it exists

A foundation is a registered entity with a continuing compliance load. The instruments set the obligations, deadlines and maximum fines.

In the DIFC the duties fall into three groups.

• Licence and conduct. A foundation must hold a licence pursuant to Article 9 of the Operating Law (Article 17(7)) and comply with the Foundations Law and Part 3 of the Operating Law in conducting its business in the DIFC (Article 32).
• Accounts. Articles 124 to 128 of the Companies Law apply as if the foundation were a private company, references to directors or officers being read as references to council members (Article 33(1)). Accounts must be approved by the council and signed by at least two of its members (Article 33(2)). Within thirty days of approval a copy is filed with the Registrar, or given to the registered agent where one is appointed (Article 33(3)).
• Notifications, each on a thirty-day clock. Changes in council membership (Article 22(11)) and of registered agent (Article 24(4)) must reach the Registrar within thirty days. Amended by-laws go to the registered agent, or the Registrar where there is none, within thirty days (Article 20(6)). An amended charter is lodged within thirty days and takes effect on registration (Articles 19(8) and 19(9)). Where rights in the foundation are assigned, the assignor provides a copy within thirty days (Article 10(7)).

Schedule 3 Part 1 sets maximum fines: 10,000 US dollars for failing to keep accounts or accounting records or make them available, 10,000 for failing to file accounts, 5,000 for failing to have accounts approved by council members, and 2,000 for failing to notify changes to the council, registered agent or by-laws. Part 2 sets fees: registration nil, most notifications 100 US dollars, continuation into or out of the DIFC 500.

The ADGM pattern differs in three respects.

• An annual fee is payable on each anniversary of registration (section 3(6)), and a foundation may be struck off the Foundations Register if its annual fees or any penalty amounts go unpaid for 180 days after falling due (section 42(7)).
• Unless the Registrar is satisfied that it has substantial UAE resources, experience and personnel and adequate governance policies, the foundation must at all times have a licensed company service provider (section 18). That provider maintains the records required under the Foundations Regulations, the Commercial Licensing Regulations 2015 (Conditions of Licence and Branch Registration) Rules 2021 and the Beneficial Ownership and Control Regulations 2018, acts as registered office provider and makes the filings owed to the Registrar (section 18A).
• Accounting records must be adequate, kept at the registered office or such other place as the councillors think fit, and open at all times to inspection by councillors and any guardian (sections 20(1) and 20(5)). Where kept outside the ADGM, copies disclosing the financial position with reasonable accuracy at intervals of not more than six months must be sent to and kept in the ADGM (section 20(6)). Records must be preserved for ten years from the date made (section 21(1)) and not destroyed for five years after a strike-off (section 20(10)). Failures are contraventions by every councillor in default, with fines up to level 5 for inadequate records (sections 20(2) to 20(4)).

ADGM deadlines are shorter in places. Changes to the charter or the confidential disclosure must reach the Registrar within fourteen days of the amendment taking effect or the information changing (section 10(8)), and notice of a person becoming or ceasing to be a company service provider within fourteen days (section 18(7)). The Fees Rules 2025 set name reservation at 200 US dollars, registration at 300, notifications of changes in particulars and of appointment or removal of a company service provider, councillor or guardian at 100 each, continuance into or out of the ADGM at 500, and strike-off applications at nil.

One point of federal interaction is worth noting. Cabinet Decision No. 109 of 2023 on the beneficial owner procedures applies to the Registrar and to licensed or registered legal persons in the country including the commercial free zones, and exempts financial free zones (Article 3). In the ADGM, an application to register a foundation must contain a statement of initial beneficial ownership and control with the particulars prescribed under the Beneficial Ownership and Control Regulations 2018 (section 9A).

Sources, all retrieved 11 August 2026:

• DIFC Foundations Law, consolidated March 2022: https://edge.sitecorecloud.io/dubaiintern0078-difcexperie96c5-production-3253/media/project/difcexperiences/difc/difcwebsite/documents/laws--regulations/foundations_law_difc_law_no_3_of_2018_consolidated.pdf
• ADGM Foundations Regulations, consolidated January 2025: https://en.adgm.thomsonreuters.com/sites/default/files/net_file_store/ADGM1547_19329_VER01012025.pdf
• ADGM Foundations Regulations (Fees) Rules 2025: https://en.adgm.thomsonreuters.com/sites/default/files/net_file_store/ADGM1547_27653_VER01012025.pdf
• Cabinet Decision No. 109 of 2023, Beneficial Owner Procedures, Ministry of Economy English text: https://www.moet.gov.ae/documents/20121/0/Cabinet+Decision+109-2023+English+Version+06062024+%281%29.pdf/6ce716e4-1b1e-5f5b-76fd-705207597242?t=1718255048734

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