In our previous articles, we provided a detailed overview of ADGM’s financial licensing options and their benefits for businesses in the UAE, as well as strategies for establishing a Representative Office in ADGM to build a presence without incurring the full licensing costs. Building on these insights, this edition focuses on guiding you through the process of establishing a virtual asset firm in ADGM, covering key requirements, step-by-step procedures, and how Altus Citadel Services DMCC can support you throughout the licensing journey.
ADGM offers one of the most advanced frameworks for firms dealing with digital assets, blockchain, and tokenized instruments. With a strong regulatory environment, internationally recognized standards, and access to global markets, ADGM is positioning itself as a hub for innovation in the virtual assets sector.
Here are some benefits that you need to consider when choosing free zone for incorporation of your virtual assets business.
- Robust Legal Framework – Based on English common law with modern adaptations for fintech and digital assets.
- Strong Oversight – Supervised by the Financial Services Regulatory Authority (FSRA), ensuring credibility and investor confidence.
- Innovation-Driven Environment – Supportive infrastructure for fintech start ups, exchanges, custodians, and blockchain ventures.
- Global Market Access – Strategic location linking MENA, Africa, Asia, and Europe.
- Reputation for Compliance – Recognized worldwide as a reliable, well-regulated jurisdiction.
Types of Virtual Asset Licenses available at ADGM
| License Type | Activities Covered | Suitable For |
| Non-Custody Intermediary | Brokerage, dealing, arranging | Brokers, Advisors, Exchanges |
| Custodian + Non-Custody Intermediary | Custody + intermediary services | Custodians, Wallet Providers |
| Multilateral Trading Facility (MTF) | Operating a trading platform | Exchanges |
| MTF + Custodian | Exchange + custody services | Integrated Trading Platforms |
Step-by-Step Guide to Getting Licensed
Step 1: Business Plan & Initial Required Documents
A comprehensive business plan is a critical component of the licensing process. It allows the ADGM Registration Authority and FSRA to assess the applicant’s readiness, capability, and willingness to meet regulatory requirements for conducting business within ADGM.
Key Components of the Business Plan:
- Owner(s) Overview: Provide background information on the owner(s) or group, including relevant experience in the proposed business activities in the UAE or other jurisdictions.
- Business Activities: Describe the services to be offered, including the delivery model. Consider including a process flow diagram showing all touchpoints, stakeholders, and interactions with clients or counterparties.
- Target Markets & Clientele: Outline immediate and future target markets, types of clients, and projected client numbers for years 1, 2, and 3.
Ownership Structure:
- Submit a detailed ownership structure chart identifying all direct and indirect controllers and their ownership percentages.
- Clearly indicate ultimate beneficial owners (UBOs).
Organizational Structure & Governance:
- Provide a full organizational chart of proposed key appointments.
Human Resources & Physical Presence in ADGM:
- Outline proposed staffing in ADGM, including headcount and office space requirements.
- Indicate whether a serviced office within the ADGM Business Centre will be used.
Financial Projections:
- Detail the initial capital injection and estimated annual expenses.
- Include assumptions underpinning financial projections, ensuring alignment with expected business setup, client numbers, fees, and operational costs (e.g., headcount, rent, utilities, professional advisors).
Prepare all other necessary documentation, including:
- Certificate of Incorporation
- Memorandum and Articles of Association (MOA/AOA)
- Incumbency Certificate (if applicable)
- Registered office address
- Mandatory and must be located in ADGM
- Lease Agreement must be countersigned
Additionally, provide comprehensive details of directors and ultimate beneficial owners (UBOs), including:
- Certified copies of passports
- Proof of residence
- UBO declaration forms
This stage ensures that your business structure aligns with regulatory expectations and lays a strong foundation for licensing.
Step 2: Initial FSRA Engagement
Engage with the Financial Services Regulatory Authority (FSRA) early in the process to establish a dialogue and clarify requirements. Steps include:
- Submitting a Letter of Intent (LOI) outlining your proposed operations
- Participating in due diligence discussions
- Demonstrating your technology platforms, cybersecurity measures, and operational capabilities
- Presenting your business model along with preliminary compliance and risk management proposals
Early engagement helps anticipate regulator concerns and smoothens the formal application process.
Step 3: Submission of Regulatory Application
Prepare and submit a detailed application to the FSRA, which includes the Regulatory Business Plan (RBP). Key components include:
- Governance policies covering board oversight and management responsibilities
- Anti-Money Laundering (AML) policies and procedures
- Risk management frameworks and business continuity plans
- Remuneration and incentive structures for staff
At this stage, appoint key personnel critical for regulatory compliance:
- Senior Executive Officer (SEO) – Overall responsible for business operations
- Finance Officer (FO) – Manages financial reporting and capital adequacy
- Compliance Officer (CO) – Ensures adherence to regulatory requirements
- Money Laundering Reporting Officer (MLRO) – Oversees AML and CFT compliance
- MLRO must hold a valid UAE residence visa
- Role, Experience and Qualifications details (must be related to AML function)
- Service Address and contact details
- Passport copy
- CV
- Proof of Qualifications/Certifications
- AML Manual should be included
Step 4: In-Principle Approval (IPA)
The FSRA grants in-principle approval once it is satisfied with your proposed business model, policies, systems, and controls. This approval indicates that your firm meets initial regulatory standards but must fulfill additional conditions before full licensing.
Step 5: Final Approval
Final approval is issued after you meet all conditions outlined in the IPA. This typically involves:
- Operational testing of systems and platforms
- Third-party verification of technology and compliance controls
- FSRA sign-off confirming readiness to commence regulated activities
Step 6: ADGM Incorporation & Launch
Once final approval is granted, complete the formal incorporation process in ADGM:
- Reserve your company name
- Register the company and obtain the commercial license
- Secure office space within ADGM (physical or flex space as per FSRA requirements)
After regulatory clearance, your firm is ready to officially launch operations, providing virtual asset services in full compliance with ADGM’s standards.
How We Can Support You
Navigating the ADGM Virtual Assets licensing process requires strategic preparation, regulatory expertise, and careful execution. Our services include:
- Feasibility studies and license mapping
- Drafting of Regulatory Business Plans and Compliance Policies
- Direct engagement with FSRA throughout the process
- Assistance with incorporation and licensing applications
- Provision of qualified control function officers (SEO, CO, MLRO, FO)
- Ongoing compliance and regulatory monitoring support
For more insights and guidance on doing business in ADGM, be sure to explore our other articles. Our ADGM Financial License Guide | Setup & Benefits in the UAE provides a comprehensive overview of licensing requirements, types of licenses, step-by-step setup procedures, and the key advantages of operating within ADGM.
Book your free appointment today for more information and guidance at info@altuscitadelservices.com.
