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The ADGM Registration Authority (RA) published Version 2.0 of its Annual Accounts, updating the edition last issued in 2022. The revised Guidance brings together, in a single reference document, the RA's position on accounting reference periods, accounting records, audit requirements and exemptions, filing deadlines and extensions. It also addresses, for the first time, three areas that have developed since 2022: DLT Foundations, Qualifying Free Zone Persons (QFZPs) under the UAE Corporate Tax regime, and Environmental, Social and Governance (ESG) disclosures.
The Guidance is issued under section 936(2) of the ADGM Companies Regulations 2020 and is to be read together with that legislation and the ADGM Companies Regulations (International Accounting Standards) Rules 2015. It explains how the RA approaches the statutory requirements; it does not replace them.
Why the timing matters
Version 2.0 arrived three weeks before the RA published its Regulatory Priorities 2026–2027, and the two documents answer each other.
Priority 1 commits the RA to promoting the accuracy, timeliness and quality of annual filings, measured by on-time filing compliance levels for license renewals, annual accounts and confirmation statements, and by the identification and escalation of repeat late filers. Priority 2 covers audit quality, auditor conduct and corporate reporting.
Read in that light, Version 2.0 is not a consolidation exercise. It is the detail behind the first two things the RA has said it will measure itself on.
That matters because the RA has already shown what the Priority 1 escalation KPI looks like in practice. In August 2025 it imposed penalties totalling USD 37,500 on Half Moon Investments Limited and its three directors for failing to file accounts for the year ending 31 December 2023 within the statutory period: USD 7,500 against the company and USD 10,000 against each director. The same company and the same three directors had been penalised in March 2023 for the same failure in respect of the year ending 31 December 2021.
Why this update matters
At first glance, Version 2.0 may appear to be a consolidation exercise. In practice, several changes shift responsibility for getting annual accounts right more firmly onto ADGM entities, their directors and their advisers:
Filing is now submission-based. The Guidance states that accounts are accepted by the Registrar on submission, and that the RA does not pre-review or pre-approve accounts before they are accepted as filed. Acceptance is not confirmation that the accounts comply, and filings remain open to review by the RA afterwards. Errors will therefore not be identified at the point of filing, and the onus is on the entity to identify and correct them, including through revised accounts where necessary.
Extensions are automated and strictly time-bound. The extension process now runs fully through the Online Registry Solution (ORS), and the RA's separate Guidance on Applications for Accounts Filing Extensions (September 2024) has been retired. An application made after the filing deadline cannot be accepted and will be rejected.
Penalties cannot be waived. The Guidance confirms that the Registrar does not have the discretion to waive the collection of a penalty, and that failure to file accounts is an offence under the Companies Regulations 2020.
The penalty reaches individuals. Non-compliance may result in financial penalties of up to USD 15,000 against the company or LLP, or against a director or partner, together with possible cancellation of the commercial license. As the Half Moon penalties show, the RA does apply this to directors personally, and does so cumulatively where the failure repeats.
ADGM rules are no longer the whole picture. For QFZPs in particular, qualifying for an ADGM audit exemption no longer settles whether an audit is required. Corporate tax considerations now sit alongside the ADGM accounts regime.
Core requirements clarified
The Guidance provides more detailed direction on the mechanics of annual reporting. Points of particular note include:
Company size: companies are classified as micro-entities, small, medium-sized or large by reference to turnover and employee numbers, and must satisfy both the turnover and employee conditions to fall within a classification. For example, the small companies regime is available where turnover does not exceed USD 13.5 million and the company has no more than 35 employees.
Audit exemption: small and dormant companies may be exempt from audit, subject to conditions. However, publicly listed entities and FSRA-regulated Financial Institutions (other than FinTech Participants) cannot claim an audit exemption.
Filing deadlines: private companies must file within nine months of the accounting reference date, and public companies within six months. Separate rules apply to first accounting periods of more than 12 months and to shortened accounting periods.
Filing through the ORS: the RA does not accept paper filings. Structured information must be provided at the point of filing, including the financial period, type of accounts, audit information, key financial and staffing data and currency. These enhanced information requirements were introduced in July 2026 and are consolidated into Version 2.0.
Extensions: the Registrar may extend the filing period by up to three months for a special reason, provided the request is made before the original deadline. An extension cannot take the filing period beyond 12 months after the end of the relevant accounting period.
Revised accounts: revised accounts must relate to the same period as the original accounts, be clearly identified as revised, and state that they replace the originals as the statutory accounts.
Public Interest Entities (PIEs): ADGM public companies listed on an investment exchange are PIEs, and certain privately owned entities of significance to the economy may be designated on a case-by-case basis, with indicators including group turnover of USD 750 million or more or 750 or more group employees. PIE accounts must be audited, and the auditor must hold a Public Audit permit.
Three new areas of focus
DLT Foundations: DLT Foundations cannot rely on an audit exemption, regardless of size or whether they were dormant in the year. Audited accounts and the auditor's report must be filed with the Registrar, generally within nine months of the end of the accounting reference period, and the foundation must also publish its audited annual accounts on its own website.
Qualifying Free Zone Persons: to benefit from the 0% Corporate Tax rate, a QFZP must prepare and maintain audited financial statements, a requirement the Guidance traces to Article 54(2) of the Corporate Tax Law read with the relevant Ministerial Decisions. This applies even where revenue is below AED 50 million and regardless of size, subsidiary status or dormancy. The Guidance also notes that IFRS does not permit a company to prepare and maintain two separate sets of general-purpose financial statements, an important point for any QFZP that has relied on ADGM's unaudited small companies regime. The RA's separate Guidance on accounts and audit for ADGM QFZPs (August 2025) should be read alongside this section.
ESG disclosures: the ESG Disclosures Framework operates on a 'comply or explain' basis. A company is in scope where its annual turnover exceeds USD 68 million, or where it is an FSRA-licensed fund manager or asset manager with assets under management exceeding USD 6 billion. In-scope companies are generally required to comply from the third year following incorporation or continuance into ADGM, and must either submit disclosures prepared under a globally recognised standard or provide the Registrar with a clear and reasoned explanation. Any ADGM entity may adopt the Framework voluntarily.
Who is affected
The Guidance applies to ADGM entities, including special purpose vehicles. Limited liability partnerships have equivalent accounts obligations under the ADGM limited liability partnership rules and should read the Guidance together with those rules. Directors, Corporate Service Providers and Auditors involved in preparing, approving or filing accounts should also familiarise themselves with the revised position.
Priority 8 of the Regulatory Priorities is relevant here. The RA treats CSPs as gatekeepers and will measure improved compliance across assessed CSPs. Where a CSP prepares or files accounts on an entity's behalf, both the entity's Priority 1 record and the provider's Priority 8 assessment turn on the same filings. The Half Moon penalties are a reminder that the statutory duty sits with the directors regardless of who performs the work.
Practical steps for ADGM entities
We recommend that entities and their advisers review the revised Guidance against their current practices, with particular attention to the following:
Re-confirm size classification and audit exemption eligibility, applying both the turnover and employee tests, and checking whether the entity is a listed entity, an FSRA-regulated Financial Institution or a PIE.
For QFZPs, align the ADGM filing approach with the entity's Corporate Tax position before relying on any ADGM audit exemption.
Update compliance calendars for accounting reference dates and filing deadlines, and set internal cut-off dates so that any extension request is submitted well before the deadline.
Ensure that the financial, staffing and audit information required by the ORS is available and consistent with the accounts before submission.
For DLT Foundations, appoint an eligible auditor early and plan for website publication of the audited accounts.
For larger companies and fund or asset managers, assess the ESG threshold conditions and decide on a disclosure standard or a reasoned explanation in good time.
Our perspective
Version 2.0 is more than a refresh. With submission-based acceptance, automated extensions, non-waivable penalties and the express link to Corporate Tax and ESG reporting, the RA has made clear that the accuracy and timeliness of annual accounts rest with the entity and its board.
Published three weeks before the Regulatory Priorities, it also tells boards where to look first. Priority 1 measures on-time filing. Priority 2 measures audit quality. Version 2.0 is where both are defined in practice, and the penalties that follow fall on directors as readily as on the entity.
Annual accounts should therefore be treated as a governance responsibility rather than a routine administrative filing, with clear ownership, documented decisions on audit exemption and early planning for each filing cycle.
J. Awan & Partners advises ADGM-registered entities, their boards and Corporate Service Providers on corporate governance, annual compliance and regulatory matters. As an ADGM-licensed Corporate Service Provider, the firm is itself within the scope of Priority 8. We would be pleased to discuss how the revised Guidance applies to your structure.
Sources
ADGM Registration Authority, Annual Accounts Guidance, Version 2.0, September 2026 https://assets.adgm.com/download/assets/20260921+ADGM+Annual+Accounts+Guidance+2.pdf/30a374e65ada11ef92bcda675695d30e
ADGM Registration Authority, Annual Accounts Guidance, Version 1.0, September 2022
ADGM Registration Authority, Regulatory Priorities 2026–2027, September 2026
ADGM Registration Authority, Guidance on accounts and audit for ADGM QFZPs, 25 August 2025
ADGM Registration Authority, Guidance on Applications for Accounts Filing Extensions, September 2024 (retired)
ADGM Registration Authority, Environmental, Social and Governance Disclosures Guidance
ADGM Registration Authority, Late Filing Penalty Guide – Annual Accounts
ADGM Companies Regulations 2020, in particular sections 369 to 372 and 447 to 455
ADGM Companies Regulations (International Accounting Standards) Rules 2015
ADGM, Financial Penalties of USD 37,500 against Half Moon Investments Limited and its Three Directors concerning accounts, announcement, 26 August 2025
ADGM, Financial Penalties against Half Moon and its Three Directors, announcement, March 2023
Annual Accounts Guidance Version 2.0: Greater Clarity, and a Cost for Getting It Wrong
The Guidance is issued under section 936(2) of the ADGM Companies Regulations 2020 and is to be read together with that legislation and the ADGM Companies Regulations (International Accounting Standards) Rules 2015. It explains how the RA approaches the statutory requirements; it does not replace them.
Annual Accounts Guidance Version 2.0: Greater Clarity, and a Cost for Getting It Wrong
The Guidance is issued under section 936(2) of the ADGM Companies Regulations 2020 and is to be read together with that legislation and the ADGM Companies Regulations (International Accounting Standards) Rules 2015. It explains how the RA approaches the statutory requirements; it does not replace them.
The ADGM Registration Authority (RA) published Version 2.0 of its Annual Accounts, updating the edition last issued in 2022. The revised Guidance brings together, in a single reference document, the RA's position on accounting reference periods, accounting records, audit requirements and exemptions, filing deadlines and extensions. It also addresses, for the first time, three areas that have developed since 2022: DLT Foundations, Qualifying Free Zone Persons (QFZPs) under the UAE Corporate Tax regime, and Environmental, Social and Governance (ESG) disclosures.
The Guidance is issued under section 936(2) of the ADGM Companies Regulations 2020 and is to be read together with that legislation and the ADGM Companies Regulations (International Accounting Standards) Rules 2015. It explains how the RA approaches the statutory requirements; it does not replace them.
Why the timing matters
Version 2.0 arrived three weeks before the RA published its Regulatory Priorities 2026–2027, and the two documents answer each other.
Priority 1 commits the RA to promoting the accuracy, timeliness and quality of annual filings, measured by on-time filing compliance levels for license renewals, annual accounts and confirmation statements, and by the identification and escalation of repeat late filers. Priority 2 covers audit quality, auditor conduct and corporate reporting.
Read in that light, Version 2.0 is not a consolidation exercise. It is the detail behind the first two things the RA has said it will measure itself on.
That matters because the RA has already shown what the Priority 1 escalation KPI looks like in practice. In August 2025 it imposed penalties totalling USD 37,500 on Half Moon Investments Limited and its three directors for failing to file accounts for the year ending 31 December 2023 within the statutory period: USD 7,500 against the company and USD 10,000 against each director. The same company and the same three directors had been penalised in March 2023 for the same failure in respect of the year ending 31 December 2021.
Why this update matters
At first glance, Version 2.0 may appear to be a consolidation exercise. In practice, several changes shift responsibility for getting annual accounts right more firmly onto ADGM entities, their directors and their advisers:
Filing is now submission-based. The Guidance states that accounts are accepted by the Registrar on submission, and that the RA does not pre-review or pre-approve accounts before they are accepted as filed. Acceptance is not confirmation that the accounts comply, and filings remain open to review by the RA afterwards. Errors will therefore not be identified at the point of filing, and the onus is on the entity to identify and correct them, including through revised accounts where necessary.
Extensions are automated and strictly time-bound. The extension process now runs fully through the Online Registry Solution (ORS), and the RA's separate Guidance on Applications for Accounts Filing Extensions (September 2024) has been retired. An application made after the filing deadline cannot be accepted and will be rejected.
Penalties cannot be waived. The Guidance confirms that the Registrar does not have the discretion to waive the collection of a penalty, and that failure to file accounts is an offence under the Companies Regulations 2020.
The penalty reaches individuals. Non-compliance may result in financial penalties of up to USD 15,000 against the company or LLP, or against a director or partner, together with possible cancellation of the commercial license. As the Half Moon penalties show, the RA does apply this to directors personally, and does so cumulatively where the failure repeats.
ADGM rules are no longer the whole picture. For QFZPs in particular, qualifying for an ADGM audit exemption no longer settles whether an audit is required. Corporate tax considerations now sit alongside the ADGM accounts regime.
Core requirements clarified
The Guidance provides more detailed direction on the mechanics of annual reporting. Points of particular note include:
Company size: companies are classified as micro-entities, small, medium-sized or large by reference to turnover and employee numbers, and must satisfy both the turnover and employee conditions to fall within a classification. For example, the small companies regime is available where turnover does not exceed USD 13.5 million and the company has no more than 35 employees.
Audit exemption: small and dormant companies may be exempt from audit, subject to conditions. However, publicly listed entities and FSRA-regulated Financial Institutions (other than FinTech Participants) cannot claim an audit exemption.
Filing deadlines: private companies must file within nine months of the accounting reference date, and public companies within six months. Separate rules apply to first accounting periods of more than 12 months and to shortened accounting periods.
Filing through the ORS: the RA does not accept paper filings. Structured information must be provided at the point of filing, including the financial period, type of accounts, audit information, key financial and staffing data and currency. These enhanced information requirements were introduced in July 2026 and are consolidated into Version 2.0.
Extensions: the Registrar may extend the filing period by up to three months for a special reason, provided the request is made before the original deadline. An extension cannot take the filing period beyond 12 months after the end of the relevant accounting period.
Revised accounts: revised accounts must relate to the same period as the original accounts, be clearly identified as revised, and state that they replace the originals as the statutory accounts.
Public Interest Entities (PIEs): ADGM public companies listed on an investment exchange are PIEs, and certain privately owned entities of significance to the economy may be designated on a case-by-case basis, with indicators including group turnover of USD 750 million or more or 750 or more group employees. PIE accounts must be audited, and the auditor must hold a Public Audit permit.
Three new areas of focus
DLT Foundations: DLT Foundations cannot rely on an audit exemption, regardless of size or whether they were dormant in the year. Audited accounts and the auditor's report must be filed with the Registrar, generally within nine months of the end of the accounting reference period, and the foundation must also publish its audited annual accounts on its own website.
Qualifying Free Zone Persons: to benefit from the 0% Corporate Tax rate, a QFZP must prepare and maintain audited financial statements, a requirement the Guidance traces to Article 54(2) of the Corporate Tax Law read with the relevant Ministerial Decisions. This applies even where revenue is below AED 50 million and regardless of size, subsidiary status or dormancy. The Guidance also notes that IFRS does not permit a company to prepare and maintain two separate sets of general-purpose financial statements, an important point for any QFZP that has relied on ADGM's unaudited small companies regime. The RA's separate Guidance on accounts and audit for ADGM QFZPs (August 2025) should be read alongside this section.
ESG disclosures: the ESG Disclosures Framework operates on a 'comply or explain' basis. A company is in scope where its annual turnover exceeds USD 68 million, or where it is an FSRA-licensed fund manager or asset manager with assets under management exceeding USD 6 billion. In-scope companies are generally required to comply from the third year following incorporation or continuance into ADGM, and must either submit disclosures prepared under a globally recognised standard or provide the Registrar with a clear and reasoned explanation. Any ADGM entity may adopt the Framework voluntarily.
Who is affected
The Guidance applies to ADGM entities, including special purpose vehicles. Limited liability partnerships have equivalent accounts obligations under the ADGM limited liability partnership rules and should read the Guidance together with those rules. Directors, Corporate Service Providers and Auditors involved in preparing, approving or filing accounts should also familiarise themselves with the revised position.
Priority 8 of the Regulatory Priorities is relevant here. The RA treats CSPs as gatekeepers and will measure improved compliance across assessed CSPs. Where a CSP prepares or files accounts on an entity's behalf, both the entity's Priority 1 record and the provider's Priority 8 assessment turn on the same filings. The Half Moon penalties are a reminder that the statutory duty sits with the directors regardless of who performs the work.
Practical steps for ADGM entities
We recommend that entities and their advisers review the revised Guidance against their current practices, with particular attention to the following:
Re-confirm size classification and audit exemption eligibility, applying both the turnover and employee tests, and checking whether the entity is a listed entity, an FSRA-regulated Financial Institution or a PIE.
For QFZPs, align the ADGM filing approach with the entity's Corporate Tax position before relying on any ADGM audit exemption.
Update compliance calendars for accounting reference dates and filing deadlines, and set internal cut-off dates so that any extension request is submitted well before the deadline.
Ensure that the financial, staffing and audit information required by the ORS is available and consistent with the accounts before submission.
For DLT Foundations, appoint an eligible auditor early and plan for website publication of the audited accounts.
For larger companies and fund or asset managers, assess the ESG threshold conditions and decide on a disclosure standard or a reasoned explanation in good time.
Our perspective
Version 2.0 is more than a refresh. With submission-based acceptance, automated extensions, non-waivable penalties and the express link to Corporate Tax and ESG reporting, the RA has made clear that the accuracy and timeliness of annual accounts rest with the entity and its board.
Published three weeks before the Regulatory Priorities, it also tells boards where to look first. Priority 1 measures on-time filing. Priority 2 measures audit quality. Version 2.0 is where both are defined in practice, and the penalties that follow fall on directors as readily as on the entity.
Annual accounts should therefore be treated as a governance responsibility rather than a routine administrative filing, with clear ownership, documented decisions on audit exemption and early planning for each filing cycle.
J. Awan & Partners advises ADGM-registered entities, their boards and Corporate Service Providers on corporate governance, annual compliance and regulatory matters. As an ADGM-licensed Corporate Service Provider, the firm is itself within the scope of Priority 8. We would be pleased to discuss how the revised Guidance applies to your structure.
Sources
ADGM Registration Authority, Annual Accounts Guidance, Version 2.0, September 2026 https://assets.adgm.com/download/assets/20260921+ADGM+Annual+Accounts+Guidance+2.pdf/30a374e65ada11ef92bcda675695d30e
ADGM Registration Authority, Annual Accounts Guidance, Version 1.0, September 2022
ADGM Registration Authority, Regulatory Priorities 2026–2027, September 2026
ADGM Registration Authority, Guidance on accounts and audit for ADGM QFZPs, 25 August 2025
ADGM Registration Authority, Guidance on Applications for Accounts Filing Extensions, September 2024 (retired)
ADGM Registration Authority, Environmental, Social and Governance Disclosures Guidance
ADGM Registration Authority, Late Filing Penalty Guide – Annual Accounts
ADGM Companies Regulations 2020, in particular sections 369 to 372 and 447 to 455
ADGM Companies Regulations (International Accounting Standards) Rules 2015
ADGM, Financial Penalties of USD 37,500 against Half Moon Investments Limited and its Three Directors concerning accounts, announcement, 26 August 2025
ADGM, Financial Penalties against Half Moon and its Three Directors, announcement, March 2023