Foundation Setup in DIFC & ADGM

A foundation is a legal person in its own right: it owns its assets and acts through its council. A trust is not a separate entity — the trustee holds legal title to the assets for the beneficiaries under a trust deed. Families from civil-law backgrounds often find a foundation more familiar, while trusts suit common-law planning. Both are available in DIFC and ADGM, and some structures combine them.

Both are modern regimes in common-law financial centres with their own courts and registrars, and both are well understood by UAE banks. The choice usually comes down to practical points: where the family and its advisers are based, whether you already have entities in one centre, registered office and council arrangements, and ongoing costs. We compare the two on your facts before anything is drafted.

Generally, yes. A DIFC or ADGM foundation can be the shareholder of mainland, free zone and offshore companies, subject to each licensing authority’s rules for corporate shareholders, which may require certified or attested copies of the foundation’s documents. Existing shares are moved in by share transfer, with the MOA amended where needed. We plan the transfers so licences, visas and bank mandates stay aligned.

The council manages the foundation and must follow its charter and by-laws. Depending on how it is designed, the founder may sit on the council or keep certain reserved powers, and a guardian can be appointed to oversee the council. Beneficiaries do not own the foundation and normally have only the rights the by-laws give them. We help you set this balance with legal counsel.

Basic details, such as the foundation’s name and registered address, appear on the registrar’s public register, and the charter is filed with the registrar. The by-laws, which usually set out the beneficiaries and detailed rules, are generally not filed. Beneficial ownership details are still reported under each centre’s rules. We explain what will and will not be visible before you register.

Each year the foundation completes its annual filing with the registrar, keeps its registered address and registers up to date, records council decisions and maintains proper accounting records. It must also meet its corporate tax obligations, and we review with you whether it can apply to the FTA to be treated as a qualifying family foundation. Changes to the council, guardian or beneficiaries are documented and, where required, notified to the registrar.