ADGM Fund Passporting Explained: Can Your Fund Be Marketed Across the UAE?

By CRYPTOVERSE Legal Consultancy

Your ADGM fund is ready to raise capital. Its documents are signed, the fund manager has its FSRA permission, and prospective investors are waiting in Dubai and elsewhere in the UAE.

Then someone asks a deceptively simple question:

“Can we send them the prospectus?”

The answer depends on where those investors are, how the fund is classified, who will approach them, and whether the fund has completed the relevant marketing procedure. Establishing a fund in Abu Dhabi Global Market does not, by itself, give its manager unrestricted access to investors throughout the UAE.

The UAE fund passporting regime offers a route for eligible funds to be promoted across participating jurisdictions. But it is a regulated process, with different conditions for private and public funds. Understanding those conditions before the first investor approach can prevent a promising fundraising campaign from starting on the wrong footing. 

What is ADGM fund passporting?

Fund passporting is a framework under which a fund established in one participating UAE jurisdiction can be registered for promotion in another participating jurisdiction through a coordinated process between their regulators.

For an ADGM domestic fund, the FSRA acts as its home regulator. The regulator for each jurisdiction where the fund will be promoted is a host regulator. The framework was developed by the FSRA, the Dubai Financial Services Authority (DFSA) and the UAE federal securities regulator to facilitate cross-jurisdiction promotion of domestic funds. (adgm.com)

The practical benefit is significant: the passporting framework can allow an eligible manager to promote its fund in a participating host jurisdiction without obtaining a separate fund promotion licence there solely for that passported activity, subject to the applicable rules. It does not turn every ADGM fund into a fund that may be offered to everyone, everywhere. 

The question is not simply whether your fund is “in ADGM”. It is whether this particular fund, manager, investor audience and proposed marketing activity fit the passporting rules.

Which ADGM funds can use the passport?

The Fund Passporting Rules distinguish between Public Funds and Private Funds. Under the current ADGM Fund Rulebook, an Exempt Fund or Qualified Investor Fund (QIF) is structured for private placement to Professional Clients; a Public Fund is the route relevant where units are offered publicly or the fund includes Retail Clients. The distinctions matter because passporting does not expand the investor class that a fund is allowed to serve. FUNDS Rules 3.3.1–3.3.4; Fund Passporting Rules 2.1.1–2.1.3. 

A common mistake is to see the USD 50,000 minimum in the private fund passporting rules and assume that it also applies to an ADGM QIF. It does not lower the QIF’s USD 500,000 minimum initial subscription under FUNDS Rule 3.3.4. The manager must satisfy the rules applicable to the fund and the passporting route. Fund Passporting Rules 2.1.2; FUNDS Rules 3.3.3–3.3.4. 

Can a private ADGM fund be marketed to retail investors in Dubai?

No, not through private fund passporting.

The passporting rules restrict promotion of a passported Private Fund to private placement to Professional Clients. Registering an Exempt Fund or QIF for promotion in another participating jurisdiction does not convert it into a Public Fund or permit a general retail marketing campaign. Fund Passporting Rules 2.1.2 and 3.1.3(d). 

Consider an ADGM venture capital fund raising from family offices. Its manager may have identified suitable prospective investors in both ADGM and DIFC. Passporting could provide a route to promote the fund in DIFC, but the manager still needs to establish that the approaches are private placements, that the recipients meet the relevant investor classification, and that the passporting process has reached the point at which promotion may begin.

The location of a family office does not establish its regulatory classification. The manager needs an investor classification process that works in practice.

What does an ADGM manager need to submit?

For a Private Fund, the manager notifies the FSRA of its intention to use the passporting procedure. The notification must identify the proposed host jurisdictions and any agents or licensed persons who will promote the fund. It must include the prospectus with the prescribed passporting disclaimer, the relevant fee, and any further information reasonably required by the FSRA. Fund Passporting Rules 3.1.2–3.1.3. 

For a Public Fund, the notification has additional requirements. These include a certification concerning the passporting criteria for Public Funds and a Key Investor Information Document in English and Arabic, alongside the prospectus, host-jurisdiction details and fee. Public Fund managers must also address the passporting rules concerning matters such as custody and minimum Public Fund criteria. Fund Passporting Rules 3.2.2–3.2.3 and 6.4–6.5. 

The FSRA lists a Funds Passporting Registration Notification (FPP) among its fund forms. The form and supporting documents should be checked against the current requirements when preparing a live submission. (adgm.com)

When can marketing actually begin?

This is the point at which a launch timetable can go wrong.

Under the passporting rules, the FSRA ordinarily transmits a compliant notification to the relevant host regulator within five business days, subject to its power to decline transmission in the circumstances set out in the rules. That five-day period is a step in the regulator-to-regulator process. It is not a promise that the manager may begin marketing five days after filing. Fund Passporting Rules 3.1.4–3.1.5 and 3.2.4–3.2.5. 

For an ADGM fund, the rules tie the start of passported promotion in a specified host jurisdiction to the relevant registration milestone: the fund appearing on that host jurisdiction’s register or the manager being notified that registration is complete, as provided in Rules 3.1.7 and 3.2.7. Marketing remains subject to the other applicable restrictions. 

A sound fundraising plan therefore sets separate dates for:

1. Completing the fund’s ADGM establishment and documentation;
2. Submitting the passporting notification;
3. Confirming the relevant registration milestone for each host jurisdiction; and
4. Beginning investor outreach permitted in that jurisdiction.

Does passporting replace an FSRA fund manager licence?

No. The fund must continue to have a manager authorised by its home regulator to conduct fund management. Passporting addresses the promotion of an eligible fund across participating jurisdictions; it does not grant a new permission to manage funds or remove restrictions attached to an existing Financial Services Permission (FSP). Fund Passporting Rules 6.2.1–6.2.2. 

That distinction matters especially for a manager operating under the Sub-Threshold Fund Manager, Venture Capital Fund Manager or Institutional Fund Manager framework. Its FSP restrictions and fund eligibility conditions need to be reviewed alongside the proposed passporting strategy. A distribution plan cannot cure a mismatch between the manager’s permission and the fund it intends to manage. The FSRA’s September 2026 reforms introduced the specialised manager categories and related FSP restrictions. (www.adgm.com)

What obligations continue after registration?

Passporting creates an ongoing compliance task. For an ADGM fund, the manager must continue to operate the fund in accordance with its constitution, ADGM law and the passporting rules, and maintain a unitholder register. Fund Passporting Rules 6.1.1–6.1.2. 

The manager must also notify the FSRA of specified material events as soon as practicable and no later than seven days after becoming aware of them. Examples include a change of fund manager, replacement of a material service provider, an amended prospectus, commencement of winding up, or an intended variation or revocation of the manager’s FSP. The FSRA then communicates relevant changes to host regulators. Fund Passporting Rules 6.6.1–6.6.5.

If a fund is deregistered, the manager and its promoters must cease passported promotion in the affected host jurisdiction at the point specified by the rules. Fund Passporting Rules 8.1.2–8.1.5. 

What about a foreign fund marketed from ADGM?

A Foreign Fund and an ADGM Domestic Fund using UAE passporting raise different legal questions.

The passporting route described in this article concerns eligible domestic funds of participating UAE jurisdictions. A manager seeking to market a fund established outside those jurisdictions should separately assess the ADGM rules for Foreign Funds, the proposed location of the investors, and the law governing promotion in each target market. It should not assume that holding an ADGM FSP gives a foreign fund a UAE fund passport. Fund Passporting Rules 2.1.1; FUNDS Part 4.

A practical test before you approach investors

Before sharing a deck, prospectus or subscription materials outside ADGM, a fund sponsor should be able to answer five questions:

• What is the fund? An ADGM Exempt Fund, QIF or Public Fund?
• Who are the investors? Professional Clients, Retail Clients, or a mix?
• Where will promotion occur? Identify each proposed host jurisdiction.
• Who will conduct it? The manager, an agent or another licensed person?
• Has the relevant passporting registration milestone been reached? Check this for each host jurisdiction before starting the proposed activity.

The answers determine the marketing route. They also determine whether the documents, investor onboarding process and fundraising timetable have been designed for the fund the sponsor actually intends to launch.

An ADGM fund can potentially be marketed across participating UAE jurisdictions. The route is real, but its scope follows the fund’s classification, the manager’s permission, the investor audience and the passporting procedure. Get those decisions right at the structuring stage, and distribution can become part of the launch plan rather than a problem discovered after investor conversations have begun.

CRYPTOVERSE Legal Consultancy advises on ADGM fund structuring, FSRA fund manager licensing, fund documentation and UAE fund marketing pathways.

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