UAE - ADGM Foundation Freezone Company

The UAE ADGM Foundation Breakdown

AUAE ADGM Foundation, Highlighted

A company-and-trust hybrid with no shareholders, run by a council, sitting inside Abu Dhabi's financial free zone.

An ADGM Foundation is set up under the ADGM Foundations Regulations 2017. It sits somewhere between a company and a trust: no shareholders or members, but its own independent legal personality [16]. A council of at least two people runs it, much like a board, and council members owe their duties to the foundation itself, not to the founder or beneficiaries [5][6]. The registry side is quick (ADGM quotes about 3 to 5 days once it has everything it needs) [2]. The tax side is less automatic than the "free zone" label suggests: a UAE foundation is a taxable person by default, and the 0% rate is a conditional treatment, not a given [8][9].

2
Minimum council members, individuals or corporates [1][5]
US$1,000
ADGM application fee for a foundation [2]
3–5 days
ADGM's registry setup estimate once documents are complete [2]
Section B

What makes it distinct

Four features that separate an ADGM Foundation from a plain holding company.

STRUCTURE
No shareholders, no members

The foundation holds assets in its own name under a Charter, with independent legal personality. Nobody owns shares in it [16].

GOVERNANCE
A council of two or more

Council members can be individuals or bodies corporate, and a council member may also be a founder. ADGM's registration guidance sets no residency requirement for them [1][5].

OVERSIGHT
The Guardian is optional, until it isn't

A Guardian watches over the council. Appointing one is optional while a founder is alive and compulsory once the last founder dies. A council member can't also be the Guardian [1][2].

PRIVACY
Public Charter, private By-Laws

The Charter is publicly available; the By-Laws stay private [5]. ADGM's beneficial ownership record is not published publicly [4].

CADGM Foundation vs Cayman Web3 Foundation

Two memberless wrappers, two very different tax and oversight set-ups.

ADGM FoundationCayman Web3 Foundation
Oversight bodyCouncil of at least two; Guardian optional [1][2][5]At least one Supervisor once memberless [13]
Tax on the entityTaxable person under UAE corporate tax by default; 0% only if Qualifying Free Zone Person conditions are met, otherwise 9% [8][9][10]0% on income and capital gains [14]
Annual government costUS$200 renewal per ADGM's FAQ; its fee overview shows US$500 for a DLT Foundation (incl. US$300 data protection fee) [2][3]US$925/yr Companies Registry fee [13][15]
Public recordCharter public, By-Laws private; ownership record not public [4][5]Ownership information held by the registered office, not a public register [13]

Cayman suits a project that wants a 0% entity and a Supervisor-based model; ADGM suits founders who want an Abu Dhabi regulatory address and are happy to run the UAE tax analysis.

Section D

What to keep in mind

01
You need a council of at least two

Every ADGM Foundation needs at least two council members, who can be individuals or corporate bodies. A corporate council member must supply incorporation documents and evidence of appointment [1][5]. Otonomos offers council member provision as an add-on (see Costs) [16].

02
The 0% rate is conditional

UAE foundations are taxable persons by default. A Qualifying Free Zone Person pays 0% only on Qualifying Income and 9% on the rest, and breaching the conditions can cost the 0% treatment for at least five years [8][9][10]. Family foundations can apply for tax-transparent treatment, but only if they meet specific conditions [8]. Which route fits you is a question for a UAE tax adviser.

03
Registered office and service provider are not optional extras

Every ADGM foundation needs a registered office in ADGM, either its own or through a registered agent [2]. ADGM's guidance also says setting up and maintaining a non-exempt foundation requires an ADGM-licensed Company Service Provider [1].

04
Beneficial ownership is an ongoing duty

The record of beneficial owners must be kept current for the life of the foundation. Late notifications attract graduated fees of US$150 per month for up to three months, and false or misleading information is among the most serious breaches, with penalties of up to US$54 million [4].

ECosts

What Otonomos charges to set one up. Government fees for the first year are inside the Starter Kit.

STARTER KIT
Government Incorporation Fee (one-time)included
Incorporation (one-time)included
Registered Agent and Local Address (annual)included
Government Fee (annual)included
Total$9,000
PACKAGES
ADGM DAO Ready: Corporate Nominee Director (annual)$4,800
POPULAR ADD-ONS
Provision of Council Member, ADGM Foundation (per year)$11,900
Bespoke Charter and By-Laws (from)$10,200
Corporate Nominee Director (per year)$4,800
Skyline Digital OTC account opening$1,200
Crypto Exchange Account Opening$1,200
Section F

Get started

Ready to actually set one up?

The order page has the live pricing, add-ons and checkout. This page was just the homework.

§Sources

Frequently Asked Questions

The foundation needs a registered office in ADGM, either its own or through a registered agent [2]. ADGM's registration guidance doesn't set a residency requirement for council members, though individuals must give a residential address and proof of it [1].

No. ADGM states the Record of Beneficial Owners is not published publicly, and access is limited to designated Registration Authority personnel and competent authorities where the law permits [4]. The Charter itself is public; the By-Laws are not [5].

Not under the UAE regime that applied before corporate tax. The UAE withdrew the Economic Substance Regulations for financial years starting on or after 1 January 2023 [11][12]. Corporate tax registration and Qualifying Free Zone Person conditions are the live questions now [8][9].

No. This product is an ADGM Foundation under the Foundations Regulations 2017 [16]. ADGM separately enacted DLT Foundations Regulations in October 2023, a regime aimed at DAOs and token projects with its own rules, including audited, published accounts [7]. If your project is token-driven, ask us which fits before you order.