Binance’s ADGM Structure: Why One Virtual Asset Platform Uses Three Regulated Companies > NEWS

by Soham Jethani and Rhea Shah

When a business uses Binance to buy and hold bitcoin, it sees one platform. Behind that platform, however, different companies can be responsible for operating the market, dealing with the business and safeguarding its assets. Understanding that division explains how the service works and where responsibility sits when a customer trades or leaves assets on the platform.

On 5 January 2026, Binance’s global platform began operating through three companies supervised by the Financial Services Regulatory Authority (“FSRA”) of the Abu Dhabi Global Market (“ADGM”): Nest Exchange Limited, Nest Trading Limited, and Nest Clearing and Custody Limited. Binance said customers would continue using their existing accounts, while services would be provided by the companies responsible for them under the new structure.^[1]

Why divide a platform in this way if the customer can continue using it much as before? Because operating a market, trading with customers and looking after their assets involve different obligations and potentially competing interests. Separating those functions allows each to be authorised and supervised according to the work it performs. But the companies must still work together to deliver the service, so the protection the structure offers depends on both the separation and the connections between them.

How the purchase works

Consider a hypothetical business that wants to buy bitcoin and leave it with its provider until it needs to transfer it elsewhere. The purchase begins with the buyer and seller agreeing how much bitcoin will be bought and at what price. That can happen through a market that brings buyers and sellers together, or through a dealer that offers to transact with the business directly. Both may be accessible through the same platform, but the provider performs a different role in each case.

Operating the market

An exchange operator runs the system through which buyers’ and sellers’ orders meet. It does not become the seller simply because the buyer uses that system. In Binance’s structure, Nest Exchange Limited operates the exchange. Its FSRA recognition includes permission to operate a Multilateral Trading Facility, a trading system that brings together multiple buyers and sellers.^[2]

Selling to the buyer or acting on its behalf

A dealer, by contrast, may itself sell the bitcoin to the business. It then acts as principal, meaning that it is the other party to the transaction. A broker can instead act as agent, carrying out a transaction for the customer. Nest Trading Limited performs the broker-dealer role, with its capacity depending on the service being provided.^[3]

This distinction explains why an exchange operator and a broker-dealer can sit behind one platform. One runs the market; the other deals with customers or acts for them. For the buyer, the difference affects who has undertaken to sell the asset and who has undertaken to carry out an instruction. The platform’s name alone does not answer either question.

Completing the purchase

Agreeing to buy bitcoin does not, by itself, complete the purchase. The buyer must pay for the bitcoin, and the seller must deliver it. Clearing determines what each party must pay or deliver and manages those outstanding commitments. Settlement completes the purchase by transferring the payment and the bitcoin, including through credits and debits to the relevant accounts. These functions ensure that an agreed trade is carried through to completion.

Safeguarding the bitcoin after purchase

In Binance’s structure, Nest Clearing and Custody Limited performs clearing and settlement and safeguards customer assets. The FSRA register records it as a Recognised Clearing House with permission to provide custody.^[4] Custody is the service of holding and safeguarding assets for a customer. Completing the purchase does not end the custodian’s role. It must continue to safeguard the buyer’s bitcoin for as long as it holds that bitcoin on the buyer’s behalf.

Why separate the companies

Competing interests within one business

The reason for separating these responsibilities becomes clearer when considering the pressures they create within one business. If a company both operates a trading market and trades on that market for its own account, it has two interests to manage. Its trading business wants profitable transactions, while its market operation must serve the buyers and sellers using the system. Decisions about access, order handling or trading information could benefit its own trading activity at other participants’ expense.

Custody creates a related concern. The business safeguarding customers’ assets has obligations concerning how those assets are held and used. Those responsibilities may conflict with the interests of a trading business that wants assets available to meet its own funding needs. The practical question is whether the people controlling customer assets can make and enforce decisions independently of that pressure.

What separation can achieve

The FSRA’s virtual asset guidance addresses conflicts within a custodian and with other group companies. It calls for governance arrangements to avoid or mitigate those conflicts and says an applicant combining custody with other regulated activities should consider establishing a separate custody company.^[5]

Separating the companies can therefore give the custody function a clearer organisational boundary and make it easier to identify who is accountable for it. However, incorporating a company does not itself prevent conflicting decisions. If custody personnel remain subject to pressure from the trading business, the underlying problem has not been resolved merely by changing the company names.

Nor does the guidance require every platform to adopt Binance’s three-company structure. It also contemplates a trading facility providing custody itself, with appropriate separation of responsibilities, staff, technology and, where appropriate, financial resources.^[6] The regulatory concern is how the functions and risks are controlled. Separate companies are one way of addressing that concern, rather than a universal formula for a virtual asset business.

How the companies remain connected

Authority to complete the trade

For the customer to use one account, the companies need a way to pass instructions and complete transactions between them. Otherwise, the market could record a trade without the company holding the assets having authority to carry out the resulting transfer. The contractual arrangements must therefore explain how the distinct services connect.

Binance’s Terms of Use set out how the companies work together to complete a customer’s trade. Under the standard terms, the customer appoints Nest Trading Limited to handle clearing and settlement on its behalf. This is its role as the customer’s “clearing member”. The customer also authorises Nest Clearing and Custody Limited, which holds the assets, to follow instructions from Nest Exchange Limited and Nest Trading Limited. These instructions may include transferring assets to complete a trade or deducting fees from the customer’s account.^[7]

A purchase made on the exchange can therefore involve all three companies. Nest Exchange Limited operates the market, Nest Trading Limited acts for the customer in clearing and settlement, and Nest Clearing and Custody Limited carries out the resulting asset transfers. Each company has a separate responsibility, but they work together to complete the same transaction.

Financial rights across the group

The companies’ financial relationships with the customer are also connected. Binance’s Terms of Use allow Nest Clearing and Custody Limited to use an amount that one ADGM Binance company owes the customer to reduce an amount the customer owes another. This is known as set-off. That right is subject to applicable ADGM rules on client money and the segregation of client assets. If the terms conflict with those rules, the rules take priority.^[8]

For the buyer, this means that amounts owed by one company are not necessarily treated separately from debts owed to another. Assessing the protection of its bitcoin therefore requires more than identifying the custodian. The buyer also needs to understand the rights the terms give the companies over its assets and account balances, and the regulatory restrictions on those rights.

What the structure means for a virtual asset business

Binance’s structure brings a familiar financial-market distinction into view: operating the market, dealing with its users and holding their assets are different businesses, even when customers reach them through one account. Binance’s announcement, published on ADGM’s website, expressly describes the three companies as holding distinct permissions for their respective financial services.^[9]

For a founder, the commercial significance is that the operating model and the regulatory structure need to be designed together. A service that only brings orders together raises different questions from one that also sells assets to customers and holds them afterwards. Adding those services changes the responsibilities the business assumes, the conflicts it must manage and the arrangements needed to complete a customer’s transaction.

For an investor or business customer, the same distinction makes due diligence more useful. Following the purchase through each stage shows which company must carry out the trade, which must complete the transfers and which must safeguard the assets afterwards. It also reveals who can instruct the custodian and whether amounts owed across the group can be set off against each other.

The value of the three-company structure lies in enabling separate oversight of those responsibilities while allowing the services to operate together. Its effectiveness depends on whether the permissions, contracts and day-to-day controls preserve that division in practice. That is what turns corporate separation into a meaningful safeguard.

About this article

This article is for general information only and does not constitute legal, regulatory, tax, financial or other professional advice. Readers should not act, or refrain from acting, based on this article without seeking advice from suitably qualified counsel on their specific circumstances.

Septten Advisors is a UAE-registered legal consultancy advising founders, investors, technology companies, financial services businesses and virtual asset market participants on legal, regulatory, transactional and strategic matters. The content reflects our general views as at 26 October 2026 and may not reflect later legal, regulatory or market developments. No advisor-client relationship is created by reading this article.

To the fullest extent permitted by law, Septten Advisors accepts no liability for any reliance placed on it.