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Legal ADGM Declaration

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LEGAL ADGM DECLARATION

This Legal ADGM Declaration (the Declaration) is made and entered into on this day by and between: Declarant Name: , a/an Company Individual , incorporated or domiciled in: with registration number: and registered address at:

and Counterparty Name: , a/an Company Individual , incorporated or domiciled in: with registration number: and registered address at:

Effective Date:

RECITALS

WHEREAS, the Declarant has provided to the Counterparty certain documents, statements and confirmations regarding its corporate status, authority, beneficial ownership and compliance with applicable laws as set out in this Declaration and in the schedules and attachments delivered contemporaneously; and

WHEREAS, the Counterparty requires a formal declaration made under the laws of the Abu Dhabi Global Market (ADGM) to evidence the matters set forth in this Declaration for purposes of regulatory, contractual or other legal reliance; and

WHEREAS, the parties intend that this Declaration be a binding written instrument admissible for reliance by the Counterparty and by the ADGM Courts and relevant regulatory authorities.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. DEFINITIONS

For the purposes of this Declaration, unless a contrary intention appears: "ADGM Laws" means the laws, rules and regulations of the Abu Dhabi Global Market as applicable to the subject matter of this Declaration; "ADGM Courts" means the courts of the Abu Dhabi Global Market and any appellate court thereof; "Declaration" means this instrument as executed by the parties.

2. DECLARATIONS AND COVENANTS

The Declarant hereby solemnly declares, represents and warrants to the Counterparty that, as at the Effective Date:

  1. Authority and Capacity: The Declarant has full corporate power and authority to execute, deliver and perform this Declaration and, where applicable, the execution and delivery by the individual signing on behalf of the Declarant is within such person's authority and capacity under its constitutional documents.
  2. Corporate Status: All corporate and statutory records necessary to evidence the Declarant's existence, good standing and authority are true, complete and up to date, and the information provided to the Counterparty accurately reflects those records.
  3. No Proceedings: There are no pending or, to the Declarant's knowledge, threatened insolvency, judicial, administrative or regulatory proceedings that would materially affect the Declarant's ability to perform its obligations under this Declaration.
  4. Compliance with Laws: To the best of the Declarant's knowledge, the actions contemplated by this Declaration, and the facts certified herein, do not contravene any applicable ADGM Laws or other laws materially affecting the Declarant's operation within the ADGM regulatory framework.

3. REPRESENTATIONS AND WARRANTIES

The Declarant further represents and warrants that:

  1. All information and documents delivered by the Declarant in connection with this Declaration are true, complete and not misleading in any material respect.
  2. No consent, approval, authorization, license or other action by any governmental or regulatory authority is required for the Declarant's execution, delivery or performance of this Declaration except as has been obtained and remains in full force and effect.

4. UNDERTAKINGS

The Declarant covenants with the Counterparty that:

  1. Notice of Change: The Declarant will promptly notify the Counterparty in writing of any material change in the facts, representations or circumstances set out in this Declaration within seven (7) calendar days of becoming aware of such change.
  2. Provision of Documents: Upon reasonable request by the Counterparty, the Declarant will provide certified copies of corporate records, powers of attorney or other documents necessary to confirm the matters declared herein.

5. CONFIDENTIALITY AND USE OF DECLARATION

The Counterparty may use this Declaration for the purposes for which it was requested including regulatory filings, contractual reliance and proceedings before the ADGM Courts. The parties acknowledge that information contained in this Declaration may be treated as confidential and shall not be disclosed except (i) as required by law or by an order of a competent court or regulator, (ii) to the Counterparty's professional advisers on a confidential basis, or (iii) as otherwise agreed in writing by the parties.

6. NOTICES

Any notice, request or other communication to be given under this Declaration shall be in writing and shall be delivered to the addresses set out below or to such other address as may be notified in accordance with this clause.

7. AMENDMENTS AND WAIVER

No amendment to this Declaration shall be effective unless made in writing and signed by both parties. No failure or delay by any party in exercising any right under this Declaration shall operate as a waiver of that right, and any waiver must be granted in writing.

8. SEVERABILITY

If any provision of this Declaration is held to be invalid, illegal or unenforceable in any jurisdiction, the remainder of this Declaration shall remain in full force and effect and such invalidity shall not affect the validity or enforceability of the remaining provisions.

9. GOVERNING LAW AND JURISDICTION

This Declaration shall be governed by and construed in accordance with the ADGM Laws. The parties irrevocably submit to the exclusive jurisdiction of the ADGM Courts in respect of any dispute arising out of or in connection with this Declaration.

10. COUNTERPARTS AND ELECTRONIC EXECUTION

This Declaration may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original, but all the counterparts together shall constitute one and the same instrument. Execution by electronic signature or a scanned copy of an executed counterpart shall be effective for all purposes.

11. FURTHER ASSURANCES

Each party shall, at its own cost, execute and deliver such further documents and do such further acts as may reasonably be required to give full effect to this Declaration.

Declarant:

By:

Date:

Counterparty:

By:

Date:

Enter text✕

What the Legal ADGM Declaration Is and When It’s Used

A Legal ADGM Declaration is a formal written statement prepared for filing or use in matters tied to the Abu Dhabi Global Market (ADGM) or transactions referencing ADGM law. It typically records facts, representations, or confirmations required by counterparty agreements, corporate filings, regulatory processes, or cross-border transactions. When a U.S. party signs or relies on an ADGM Declaration, determine whether U.S. electronic signature law (ESIGN Act, 15 U.S.C. §7001) or state UETA rules will govern use and enforceability for the U.S. side of the transaction.

Why a Clear ADGM Declaration Matters for Cross-Border Deals

A precise ADGM Declaration reduces ambiguity, creates an evidentiary record of representations, and supports regulatory or counterparty requirements. Well-prepared declarations simplify due diligence and make electronic execution, authentication, and retention defensible under U.S. electronic-signature frameworks.

Why a Clear ADGM Declaration Matters for Cross-Border Deals

Typical Users and Stakeholders for an ADGM Declaration

The Legal ADGM Declaration is most often prepared and signed by corporate legal teams, in-house counsel, external counsel, and authorized corporate officers for cross-border contracts and regulatory filings.

  • Corporate Legal Teams — Draft and approve language to align with ADGM and counterparty requirements.
  • Authorized Officers — Sign to attest corporate facts, authority, or solvency statements.
  • External Counsel / Notaries — Validate form, attach notarizations, or advise on jurisdictional effects.

Reviewers typically include compliance officers, transaction counsel, and counterparties that require a signed declaration to proceed with closing, registration, or regulatory reporting.

Core Elements of a Professional Legal ADGM Declaration

A robust declaration balances jurisdictional accuracy with clear factual statements and signer authority. These six elements form the backbone of a legally useful declaration for cross-border use.

Caption

Clear title and recipient identification that references ADGM where applicable and identifies the document’s purpose, such as regulatory filing or contractual representation.

Declarant Identity

Full legal name, business entity type, registration number, and registered office to avoid ambiguity about the signing legal person and their ADGM or home-jurisdiction registration.

Factual Statements

Concise numbered paragraphs stating facts or representations; avoid conclusory or ambiguous language that could be interpreted as legal argument rather than factual attestations.

Authority Clause

A clause confirming the signer’s capacity and corporate authorization to execute the declaration, citing board resolution, power of attorney, or corporate bylaws where applicable.

Effective Date

Explicit effective date in MM/DD/YYYY format or a clear trigger event; dates determine timing for obligations and statute of limitations calculations.

Execution Block

Signature area with printed name, title, capacity, place of signing, and space for notarization or witness information if required by a jurisdiction or counterparty.

Step-by-Step: Preparing and Executing an ADGM Declaration

Follow these sequential actions to prepare, validate, and finalize the declaration for cross-border use and electronic execution.

  • 01
    Draft: Assemble facts, authority, and jurisdictional language in numbered paragraphs.
  • 02
    Authorize: Obtain board or officer authorization as required by corporate governance.
  • 03
    Authenticate: Decide on notarization or witness steps, and choose signer authentication level for eSignature.
  • 04
    Execute: Collect signatures, add notarization or apostille if needed, and distribute signed copies.

Configuring an Electronic Workflow for the Declaration

Typical eSigning workflows include staged routing, signer authentication, and audit-trail capture. Configure these settings before sending.

Field Configuration
Signing Order Sequential routing by role or parallel signing where appropriate
Authentication Choose email link, SMS code, or stronger KBA where higher assurance is required
Notary / Witness Add fields for notarization or witness names and dates when required
Retention Capture PDF copy, audit trail, and backup export for recordkeeping

How Electronic Execution Typically Works for Cross-Border Declarations

A predictable signing flow reduces friction for remote or foreign signers. The usual sequence follows these phases.

  • Upload: Sender uploads the declaration document to the eSign platform
  • Place Fields: Signer and witness fields placed, with notarization placeholders if needed
  • Invite Signers: Send secure links or email invites and set authentication
  • Complete: Signers complete signatures; system stores signed PDF and audit trail

Technical and Integration Considerations for eSubmission

Ensure the chosen platform can produce a detailed certificate of completion, retain tamper-evident signed files, and support any notarization or witness workflows required by the counterparty or foreign authority.

  • File Formats: PDF, DOCX, and export to PDF/A
  • Integrations: Common integrations include Salesforce, NetSuite, and Google Workspace
  • Security: TLS 1.2/1.3 in transit; AES-256 at rest

Key Penalties and Legal Risks to Watch For

1099 Reporting: Penalties $60–$330 per form under IRC §6721
I-9 Violations: Civil penalties $281–$2,789 per violation
Intentional Disregard: 1099 penalty $660+ per form, no cap
Invalid Execution: Improper signing may render declaration unenforceable
Notarization Failure: Missing notary or apostille can block foreign acceptance
Retention Noncompliance: Failure to retain records may compound regulatory risk

Common Preparation and Execution Errors to Avoid

  • Using informal or ambiguous language that converts factual statements into legal conclusions, which can confuse counterparties or regulators and delay acceptance.
  • Mismatched names or corporate identifiers between the declaration and registration documents, causing authentication or KYC failures.
  • Skipping notarization, apostille, or witness steps when the receiving foreign authority or counterparty requires them for recognition.
  • Relying on weak signer authentication for high-assurance declarations instead of stronger methods such as SMS, knowledge-based authentication, or notarized e-signing.

Comparing eSignature Providers for Executing Declarations

Select a provider that supports secure PDFs, strong authentication options, notarization workflows, and documented audit trails; price and features vary by plan and vendor.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes Yes
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently Asked Questions About Using an ADGM Declaration

Answers below cover enforceability, notarization, electronic execution, and recordkeeping when a U.S. party signs or relies on an ADGM Declaration.


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