ADGM consults on new business transfer regime

The proposals, published by the Financial Services Regulatory Authority (FSRA) in a consultation paper, would introduce a new and more proportionate regime for transfers of business other than insurance business under a proposed new chapter 8A of the ADGM General Rulebook (GEN).

While insurance business transfer schemes would remain subject to the existing court-sanctioned process under Part 7 of the Financial Services and Markets Regulations (FSMR), the proposals would establish a lighter-touch framework for other business transfers, including regulatory notification or approval requirements tailored to the nature and risk profile of the transfer.

Marie Chowdhry, a financial regulatory expert with Pinsent Masons in the UAE, said the proposed framework reflects the FSRA's continued focus on maintaining robust customer protection, while ensuring that regulatory requirements remain proportionate and conducive to business activity.

“The FSRA's proposals demonstrate the ADGM's willingness to refine its regulatory framework to better reflect the risks associated with different types of business transfers,” said Chowdhry. “By retaining the existing court-led process for insurance business transfers while introducing a more proportionate regulatory pathway for other transfers, the proposals seek to balance customer protection with regulatory efficiency.”

The proposed changes would apply to ADGM-authorised financial institutions, insurers, investment firms, fintech businesses and other regulated entities considering restructurings, intra-group transfers, acquisitions, portfolio transfers or other business transfer arrangements within the ADGM.

Jessica White a financial services expert with Pinsent Masons in the UAE, said the proposals, if approved, could provide much “greater flexibility” for regulated firms engaged in restructurings, acquisitions or intra-group reorganisations, while “potentially reducing the time and complexity” associated with certain transfers. She added: “The proposals are also consistent with broader efforts by leading financial centres worldwide to ensure regulatory processes remain fit for purpose and supportive of innovation and growth.”

The consultation closes on 21 September. Regulated firms are encouraged to assess whether the changes could affect future corporate reorganisations, transfer transactions or governance arrangements, and are invited to submit feedback on the FSRA’s new proposed regime.

Chowdhry and White said the consultation presents an important opportunity for firms to engage with the FSRA on how the new regime should operate in practice, particularly in relation to regulatory approvals, customer protections, and potential implementation timelines.