ADGM’s 2026 Commercial Law Reform Signals a Clear Shift from Flexibility to Compliance-First Structuring

Reflecting a broader global shift towards ownership transparency and stronger anti-money laundering safeguards, Abu Dhabi Global Market (ADGM) has introduced a series of amendments to its commercial legislation that place greater scrutiny on beneficial ownership, foundation and trust structures, bearer shares and licensing compliance.

The amendments, published by the ADGM Registration Authority on May 1, 2026, affect several ADGM instruments, including the Distributed Ledger Technology Foundations Regulations 2023, Foundations Regulations 2017, Trusts (Special Provisions) Regulations 2016, Beneficial Ownership and Control Regulations 2022, Administrative Regulations 2025 and Companies Regulations 2020.

ADGM stated that the amendments are intended to strengthen the regulatory framework within the financial free zone. The changes are also designed to enhance regulatory clarity, align ADGM’s framework with international standards and mitigate risks connected to money laundering and terrorist financing.

The amendments are significant because they sharpen ADGM’s approach to ownership transparency and the permitted use of certain legal structures. While ADGM remains an important jurisdiction for corporate structuring, investment vehicles, family offices and asset-holding arrangements, the 2026 update makes clear that regulatory compliance, disclosure and AML/CFT controls remain central to the regime.

One of the key changes concerns foundations and trusts. ADGM has stated that foundations and trusts can no longer be established for purposes that fall within ADGM’s definition of non-profit organisations under its anti-money laundering framework.

This is particularly relevant for family offices, trustees, corporate service providers and advisers involved in establishing or restructuring ADGM vehicles. Before forming a foundation or trust, the purpose of the structure should now be reviewed carefully against the amended framework to ensure that it does not fall within a restricted category.

The amendments also clarify and streamline certain trust-related obligations under the Beneficial Ownership and Control Regulations 2022. This supports ADGM’s wider focus on accurate disclosure of controlling interests and greater visibility over ownership and control arrangements.

Another important reform is the express prohibition on bearer shares. ADGM has stated that companies are now expressly prohibited from issuing bearer shares.

The move reflects the broader international policy direction against opaque ownership structures. Bearer shares are generally regarded as a transparency risk because ownership can be transferred through possession rather than through a clearly recorded register. Their express prohibition strengthens ADGM’s commitment to ownership traceability and anti-money laundering compliance.

The amendments also update certain filing deadlines under the Companies Regulations 2020. For ADGM entities, this increases the importance of maintaining accurate compliance calendars and ensuring that statutory filings, renewals and regulatory submissions are completed within the applicable timeframes.

In addition, the Commercial Licensing Regulations (Conditions of Licence and Branch Registration) Rules 2025(B) have been repealed and replaced by the Commercial Licensing Regulations (Conditions of Licence and Branch Registration) Rules 2026. ADGM has stated that these changes took effect upon publication.

For companies, trustees, foundations, family offices and corporate service providers operating in ADGM, the amendments should prompt a review of beneficial ownership records, trust documentation, foundation purposes, licensing conditions, filing deadlines and AML/CFT procedures.

Taken together, the 2026 amendments reflect ADGM’s continued effort to strengthen regulatory discipline while supporting commercial and investment activity. By clarifying ownership disclosure obligations, restricting the misuse of foundations and trusts, prohibiting bearer shares and updating licensing and filing requirements, the amendments reinforce a more transparent and compliance-focused business environment within ADGM.

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