We work upstream of execution, for the manager who appoints us.
Jurisdictions · room 02 of 18
Abu Dhabi Global Market.
What a structure needs from a jurisdiction is narrow: a law that will construe its documents, a permission that names the acts it actually performs, a register that will admit the holders it expects, and a forum that can reach the assets. This page reads the zone against those four. Stated as at August 2026, and read again on any day it matters.
Where complexity arises · Jurisdictions · eighteen rooms
01 · The ground
What the ground carries
Common law, seated inside a civil-law state.
Abu Dhabi Global Market is a financial free zone with its own legal system, standing beside the onshore law of the United Arab Emirates rather than inside it. Four facts about the ground decide what a vehicle above it can be made of, and each of the four costs something when it is met late.
- The zone
An English-language jurisdiction with its own body of law, its own registrar and its own regulator, seated inside the emirate. A vehicle formed here is constituted under the law of the zone and entered on the zone's own register, so its corporate existence is a public fact rather than a representation it makes about itself. A house licensed here is licensed here and nowhere else in the country, so a chain that needs an onshore counterparty needs a second answer from a second authority, and the structure paper either holds it or has a gap where it should be.
- Two legal places
The free zone and the onshore United Arab Emirates are separate legal places, not two names for one. A file that treats them as one has budgeted for one constitution, one regulator and one set of opinions, and will meet a second of each. The registration of a vehicle in the zone says nothing about what may be promoted in the country around it, which is a second perimeter with its own rules, worked at marketing and placement.
- Received law, and equity with it
English common law applies in the zone directly. The Application of English Law Regulations 2015 bring in the common law and the rules of equity together, alongside a schedule of designated English enactments applied with specified modifications, and they do that work save where the zone's own legislation provides otherwise. Equity arriving with the common law is the part that decides what a structure can be built from: the trust, the fiduciary duty, the injunction, specific performance and tracing stay inside the toolkit, so a security package and a governance deed drafted to English instincts are not rebuilt for a system that does not hold them.
- What the ground yields
Contracts in English, a common-law forum in which to test them, a counterparty licensed under published conduct rules, and a rulebook your own counsel can read in an evening and then hold everybody to. Where the vehicle is seated in the zone as well as the manager, one regulator holds both ends of the arrangement: one supervisory relationship to maintain rather than two, and one authority to satisfy before units may travel.
None of the four is a preference. Each is a fact about what the structure above it can be made of, and each is settled before a document exists.
02 · Seated, or offered
The first decision
A vehicle seated here and a vehicle offered here are not the same arrangement.
The first decision is not the tier and it is not the legal form. It is whether the vehicle lives in the zone or only arrives in it. Two answers, and what follows from them is the count of legal systems inside the arrangement, which is the count that matters when a term is finally tested.
Seated · one body of law
Constituted under the law of the zone, established at one of the tiers, and run by an operator licensed there and answerable to the Financial Services Regulatory Authority for how the vehicle is run. The constitutional documents are the zone's, the court that would construe them sits in English and applies English common law, and where the manager is licensed in the zone as well, one regulator holds the vehicle and the house that runs it. One legal place, one body of law, and one set of opinions an institutional investor will ask for.
Offered · two bodies of law, and a seam between them
Constituted under another country's law and brought to a reader in the zone through a path that permits the offer. The vehicle keeps its home; what it acquires is permission to be put in front of somebody standing in the zone. Marketing a vehicle in the zone is conduct the zone regulates, under rules the zone writes, and what those rules reach is the offer and the offeror. They do not transplant the fund: the constitution, the duties of the people who run it, and what becomes of its property if things go badly remain matters for the law of its home.
Two consequences follow from the answer, and both of them are priced at the first close rather than at the dispute.
A vehicle seated here is one legal place, one body of law and one regulator. A vehicle offered here is two of each, and the second arrives with its own counsel, its own documents and its own exposure the moment a term is tested. Nothing about the second arrangement is improper. What matters is knowing which of the two bodies of law the protection comes from, because a manager that assumes both is protected by neither in the gap between them.
Onshore United Arab Emirates and the free zone are separate regulatory territories. Where a streamlined onshore route exists, what it attaches to is read rather than assumed: it belongs to the fund and to its manager, and it is not a travelling permission passing to whoever carries the document. A structure that reads a centre registration as national reach has committed a marketing plan against a permission it does not hold.
Ask it plainly, before anything of substance is read: is this vehicle seated here, or only offered here. The document standard, the forum, the count of opinions and the number of regulators to satisfy all descend from that one answer.
03 · The perimeter
The general prohibition
The door closes in one sentence. Everything after it is a condition of passage.
Whether a firm may exist at all is a question its founders answered years ago. The same sentence decides something narrower on every transaction after that: which acts in the structure need a permission that names them, and where those acts are actually performed. Four readings of one provision, and the last is the one a delegation moves.
The Financial Services Regulatory Authority is the financial services regulator of the zone, operating under the Financial Services and Markets Regulations 2015, known in the zone as FSMR, and every licence it grants, together with every rulebook module it examines a house against, hangs from a single prohibition stated in one sentence. Section 19 prohibits a person from carrying on a Regulated Activity in or from the zone without authorisation. A permission is therefore not a status a house acquires and then wears. It is a release from that sentence, granted for named activities and no others, so the structural question is never whether a party is regulated but which items its permission names for the act it is about to perform.
The United Kingdom states its own general prohibition at the same section number of the Financial Services and Markets Act 2000, and the zone's Regulations were drafted with close and literal parallels to English statute. For a structure being read in London and built in Abu Dhabi that is a working saving rather than a curiosity: counsel opening these Regulations is not learning a system but reading one already known, at speed, and a structure paper does not acquire a translation layer before it can be tested.
Where each act in a chain is performed decides which regulator reaches it, so a map of the structure has to be a map of places before it is a map of parties. Four words in the section carry that weight: in or from ADGM. It is a territorial test, asking where business is carried on rather than how substantial a party seemed, so a party with no office, no staff and no place of business in the zone is not carrying on business in or from it merely because capital eventually reaches a house licensed there. The test removes a claim and never a duty: it decides which regulator may act, never that nobody may, and the law of the place where a firm carries on its business governs whether that conduct is lawful there. A chart drawn without the places marked will show a party covered by the zone and answerable somewhere else.
The same four words decide what happens when portfolio management is delegated out of the zone. Delegating an act moves the place where that act is performed, and the place is the exact fact the test turns on, so a licensed entity can keep the item on its permission and stop being the place where the item is done. Nothing on the permission changes, which is why nothing looks wrong. What must remain inside the licensed entity, and who inside it holds the judgement the permission was granted for, is established with the regulator on the facts of the specific delegation and never assumed from the licence. The act-by-act method is worked at the regulated perimeter.
A structure is not licensed. The parties inside it hold items, and the only useful question is whether an item names the act each of them is about to perform.
04 · The catalogue
Schedule 1
Not one perimeter. A list of separate ones, and each closes a different door.
Schedule 1 specifies the activities the prohibition closes, as separate items, separately permissioned. The separations are not administrative tidiness. They decide who in the structure may lawfully do what, and each one forecloses something a strategy will want in year two. Six items shape most private-markets arrangements.
- Dealing in Investments as Principal
Being in the transaction on one's own account, with one's own balance sheet exposed. Whatever a party doing this is called at the meeting, it is a counterparty to the vehicle, and a structure that has drawn it as an intermediary has drawn the exposure in the wrong place.
- Dealing in Investments as Agent
The same act, for another person's account, and a separate item with its own permission. That a house may deal as agent tells you nothing about whether it may deal as principal, and that is exactly the distinction a room assumes away.
- Arranging Deals in Investments
Making arrangements with a view to another person entering into such a transaction. The item does not require the arranger to have expressed a view on anything. Two exclusions sit beneath it in Schedule 1, one within Chapter 2 at paragraph 21, headed Arranging deals with or through Authorised Persons, and a second and general one at Chapter 18 for Non-ADGM Persons. Both are addressed to parties standing outside the perimeter rather than to a house already inside it. Which parties can reach either is a question for counsel, and the entry is read at its width before any comfort is taken from what sits beneath it.
- Advising on Investments or Credit
Speaking to whether a person should enter into a transaction. A separate item, independently regulated, and not a variety of arranging. Permission to hold discretion over a portfolio is not permission to advise on the granting of credit, so a strategy that grows an advisory sleeve is asking for an item nobody applied for when the entity was licensed.
- Managing Assets
Holding discretion over another person's portfolio. A separately managed account beside the fund, a directed side-car and a discretionary mandate are one act wearing three names, and each of them puts the manager inside this item rather than beside it, with a second set of duties attached.
- Managing a Collective Investment Fund
An item in Schedule 1 in its own right, separate from managing assets under a discretionary authority. Two permissions, two sets of duties, and no quantity of the second produces the first. It surfaces at authorisation, which is ordinarily after the constitutional documents are drafted and after a closing date has been said out loud.
Origination is the movement that catches a structure built to buy. Acquiring an instrument and writing one are different acts, and the catalogue names credit expressly inside one item, Advising on Investments or Credit. Which item reaches the making of a loan is read in Schedule 1 before origination enters the strategy, because after it the licence is being re-read for an item nobody looked for at application, and a facility agreement is not the place to discover the answer.
A licence answers in items, not in adjectives. A house that says fully regulated and moves on has told you nothing about the act it is about to perform.
05 · Who may hold it
Conduct and classification
Classification is not a compliment. It is a fact about who may appear on the register.
The Conduct of Business Rulebook sorts clients into Retail, Professional and Market Counterparty, and the sorting fixes the duties the licensed house owes for the whole relationship. Read from the structure's side it does something narrower and harder: it decides which names the vehicle may admit, and it decides that in the week of the closing if it was not decided at formation. Six facts, in the order they bite.
- 01 Classification runs before substance, and it is examined Status is settled first, on the record, and every duty the house subsequently owes is calculated from that record. The licensed house is examined on its classification records, its suitability work, its disclosures and the wording of its communications, whether or not a client ever complains, and that supervision runs independently of anything a counterparty negotiates at the table. For the structure that is one protection nobody has to draft for, and one document that decides whether a register closes on time.
- 02 Two limbs, not one On our reading of the zone's conduct rules, as at August 2026, a natural person generally reaches Professional status at USD 1,000,000 in assets together with relevant experience or professional certification. Two limbs, and the second is examined rather than assumed. Institutions and large undertakings qualify on separate balance-sheet tests. A register built on the first limb alone carries names that have not cleared the test, and the discovery is made by whoever assembles the subscription pack.
- 03 The entity that signs is what gets classified Classification attaches to the subscribing entity, not to the principal behind it. Capital held through a substantial corporate vehicle may find the vehicle, and not the person, is what gets assessed. Which entity signs is therefore a structural decision, taken before the commitment is documented rather than during it, and it is settled in the same paper that settles the feeder.
- 04 The tier fixed the population before anybody arrived Only the public tier reaches a Retail Client, so a vehicle at either narrow rung has an audience that is fixed and knowable on the day it is formed. Entry to the narrowest rung is conditioned on a minimum subscription the rules fix, pitched above the tier before it. Three ordinary transaction events then put a person on a register the tier may not admit: a seller rolling equity into the acquisition vehicle, a team co-investment admitted through the same register, and a feeder that takes individuals rather than institutions.
- 05 Standing never widens a permission Section 19 does not soften by a fraction because the client is sophisticated. A professional investor base changes what a licensed firm owes; it has never changed who needs a licence, and it has never once been a substitute for an item on a permission. Structures are drawn on the opposite assumption often enough to be worth naming: that a strong enough register cures a thin enough licence. It has never been true in either centre.
- 06 Provenance is an allocation, not a formality Licensed houses in the zone operate under regimes aligned to Financial Action Task Force standards, and apply them to every inbound file without exception and without apology. Source of funds and source of wealth are asked separately, and evidenced separately. Which party bears anti-money-laundering responsibility for the underlying relationship is separate from every authorisation question, and a structure that leaves it unallocated has a real gap: it sits between the manager, the administrator and the distributor, owned by none of them, until the first relationship that is genuinely difficult.
Standing decides which schedule of duties a client is owed. The perimeter itself is unmoved by it.
06 · The forum and the last mile
Security and enforcement
A term is worth what the court behind it will do about a breach.
Forum quality is an underwriting fact rather than a preference, and it is settled at drafting. Here it is settled by a reception rather than by a new code, and five things follow from that. The last of them decides how hard the last mile will be.
A young jurisdiction ordinarily means a young code, drafted recently and tested rarely. The zone took the other road. Its founding legislation applies the common law of England, including the principles and rules of equity, directly as the law of the zone. Not modelled on. Applied. And the reception is a live connection to a developing body of doctrine rather than a photograph taken once, so the law of a contract keeps growing after the contract is signed.
Words are construed the way the common law reads words, in their documentary and commercial context, against what a reasonable person with the parties' background knowledge would have understood them to mean. Doctrine built over centuries is doctrine written down: what an indemnity covers, when a condition precedent bites and what a best endeavours obligation requires are answerable before signature by research rather than by prediction. Trust, fiduciary and good faith carry cargo here rather than atmosphere, so a structure that leans on them is leaning on something with authority behind it.
A term can be underwritten before signature only where somebody can say what a bench will do with it, and here that is researchable rather than guessed. Two tiers, a Court of First Instance and a Court of Appeal above it, constituted under the zone's courts, civil evidence, judgments, enforcement and judicial appointments regulations of 2015. English throughout, on published procedure rules a common-law litigator reads without a guide, with judges drawn from senior common-law judiciaries and reasoned judgments explaining which submission won and why. For the structure that turns a covenant, a drag, a consent right and a valuation mechanic into terms drawn to be tested rather than terms drawn to be lived with, and it gives a losing party a defined route upward whose existence disciplines the court beneath it.
The court is the default rather than the only route. The zone has enacted arbitration regulations built on the international model law and accommodates arbitration as a seat, so parties may agree that disputes go to a tribunal they constitute, with the court's role becoming supervisory rather than deciding. Seat and governing law are two separate choices made in the same paragraph, and structures are signed every year by parties who believed they were making one. Privacy is the trade, and what it costs is the public judgment: no reasons on the record and no precedent for the next party to read.
Winning and being paid are two acts performed in two places. Inside the perimeter, judgment and execution are one system, and the zone's regulations carry their own machinery for execution against assets and persons within it. Outside it, execution happens where the property is, not where the reasoning was written. Ask, before signature, which entity holds what, and in which country its bank, its register and its title documents live. That answer, and not the governing-law clause, decides how hard the last mile will be, which is why enforcement is designed into a structure at security and enforcement rather than argued about later.
The forum is read before the terms. A promise made where nobody can say how it will be construed is a hope with a signature block, and the file prices it on exactly that footing.
07 · What the record answers
The public record
The register answers narrow questions, and answers them exactly.
Before a name is trusted, the record is walked. Three records carry most of that walk, two of them public and one of them not, and none of the three says whether a house is any good. Read each row across before reading any column down.
| By record · by question | What it answers | What it cannot answer | What the structure does with it |
|---|---|---|---|
| The registrar of the zone | That the entity exists, constituted under the law of the zone, on a register the zone keeps. Corporate existence is a public fact rather than a claim the entity makes about itself, and it is checkable without asking the entity anything. | Nothing about permission, and nothing about the activity the entity actually performs. A company on the register is a company, and a company is not a licensed house. | Confirms that the counterparty in the chain is the entity the documents name, before a signature block is drafted around it and before security is taken from it. |
| The public register of the regulator | Whether a house is authorised by the Financial Services Regulatory Authority and, more usefully, which Regulated Activities it holds permission for. The answer is a list. | Whether the list reaches the act this structure needs performed, and whether the act is still performed in the zone after a delegation. The register names items; it does not read them against your transaction. | The act-by-act map: each act the structure performs, set against the item that names it, with the acts for which no item was identified stated in writing, as open questions for counsel, before the transaction is committed. |
| The classification record | Why the house categorised a client as it did, and on which limb it was assessed. It governs the duties owed for the whole relationship, and it is the shortest document in the file. | Nothing at all to anybody who has not asked for it. Classification is not public, and it is produced on request rather than published. | Asked for by name and read before substance, because a subscriber the tier cannot admit is discovered either here or in the closing week, and only one of those is survivable. |
The walk is run on the public record before capital moves, and where the map does not identify an item covering an act, the point leaves here as a question for the manager's counsel to put to the counterparty rather than as a finding written against it. Which party owns which decision after that is set out at our role.
A register states what a house is permitted to do. It has never stated what a house will do.
08 · Where it breaks
Failure points
Each of these was decided at formation and discovered years afterwards.
Six failures particular to a structure seated in this zone or reaching into it. Not one is a drafting error and not one is cured by drafting, and the stage at which a failure surfaces is the whole of what it costs.
The registration of the vehicle in the zone was read as saying something about what may be promoted in the country around it. Surfaces at the first onshore approach, in front of a different authority, under rules nobody in the room had opened, and with a marketing plan already committed against a permission the structure does not hold.
A counterparty said fully regulated and the file recorded it. Surfaces in diligence, or at an examination, when the question is put again as a list and the list does not reach the act this structure needs performed.
Portfolio management moved out of the zone and the item stayed on the permission. Nothing on the permission changed, which is exactly why nothing looked wrong. Surfaces at the substance question, put by the regulator that granted the permission or by a tax authority asking a different question on the same facts, each on its own evidence.
The manager held discretion over portfolios and assumed that covered running a pooled vehicle. Two permissions, two sets of duties. Surfaces at authorisation review, after the constitution is drafted, after the offer document is in draft, and after the first investor has been told a closing date it will now remember.
A rollover, a team co-investment or a feeder put a person on the register that the tier is shut to. Surfaces inside the subscription pack in the week of the closing, at the point in the calendar where nothing else can be moved, and immediately after it at the classification record.
Read off the domicile rather than tested on the entity. Whether an entity constituted in the zone is treated as tax resident of the United Arab Emirates for treaty purposes, and on what evidence, is established before the entity is incorporated. Surfaces at the first distribution from a source state, when a withholding nobody priced arrives as a number in the model and the entity that would have answered it was incorporated three years ago.
Every one of the six was available to be found at the structure paper, in an afternoon. Each is instead found by the party least able to absorb it, in the week it is least able to absorb anything.
09 · Where the work stops
The line
Your counsel signs the law. We design the structure that advice is set against, and stress-test it before the documents are drawn.
Three rows: what returns from a reading of this zone, what stays with the manager's own regulated, legal and tax advisers, and who takes the decision at the end of it.
The seat decision put as a question with two answers and a cost attached to each, the act-by-act map of the structure against the items a permission names, and the structural blueprint that records the routes rejected and why, precisely so a disagreement lands on reasons rather than on positions.
The choice, and the opinions under it. Every regulated financial advice question, every tax position, the constitutional documents, the authorisation application itself and any variation of it, and every representation made to a regulator.
The manager, on those opinions. Where an investor reaches an asset through a holding company or an interest in a fund, the arrangements for that acquisition are made by the investor's own authorised advisers, and the seat decision is read against whatever those advisers settle.
The long reading of this zone runs room by room, for managers and their counsel: the centre, the regulator, the statute, conduct and classification, the funds and the courts. What is on this page is the short form of it, kept current and read again whenever the text moves.
Nothing on this page is advice, and nothing here invites any investment. It is our reading of a public rulebook, stated as at its date, and your counsel signs the law.
The statute, the schedule and the register are all published. Read them and the shape of the structure is already drawn in them.
Read at Financial Services and Markets Regulations 2015 section 19 and Schedule 1, the Conduct of Business Rulebook, and the Application of English Law Regulations 2015 · stated as at August 2026
What this room is attached to
- The structure it binds Security and enforcement
- The failure it produces Where structures break · distribution
- Where the seat is settled How we work · stage three, design