Abu Dhabi Global Market (ADGM) offers a robust, flexible, efficient, and simple design for establishing Special Purpose Vehicle (SPV). ADGM features one of the fastest and most user-friendly, and complete online digital registration processes for SPVs. applicants benefit from straightforward reporting obligations and a transparent cost structure. ADGM has designed its SPV regime based on a thorough analysis of diverse business models, industry sectors, and related commercial needs. As a result, the SPV structure has been adopted by y both corporate entities and professional advisors for a variety of strategic purposes.
Key Features
Classes of SPVs
ADGM offers mainly two primary categories SPVs in its jurisdiction, i.e. Private Company Ltd. and Restricted Scope Company-RSC. The RSC is unique to ADGM which provides the privilege to the holder to provide only limited information to the public register, although a full disclosure has to be provided to the ADGM registrar.
The SPV formed as a private company limited by shares can be established either as a standard company or a passive holding company. The RSC can be formed as (1) a subsidiary of another body corporate that prepares and publishes group accounts or (2) as a subsidiary of the company formed by Emiri Decree or (3) as a subsidiary of a single-family office.
This level of flexibility allows international family offices, investment structures, and regional conglomerates to utilize ADGM SPVs for effective holding, financing, or risk isolation purposes.
Nexus Requirement
All SPV Applicants must demonstrate a sufficient connection—or “nexus”—to the ADGM, the UAE, and/or the broader GCC region. This can be evidenced through documents proving that:
1. The SPV is owned or controlled by a UAE/GCC based company or individual.
2. The SPV holds assets that are located in the UAE or GCC.
3. The SPV facilitates transactions connected, or provides real or economic benefit, to the UAE; or
4. The SPV’s purpose includes the issuance of Securities that will be admitted to the Official List maintained by the Financial Service Regulatory Authority (FSRA), and / or admitted to trading on a Recognized Investment Exchange, MTF3, OTF4 or other licensed platform (including a PFP5) that is established in ADGM.
This nexus requirement ensures that SPVs are meaningfully integrated into the UAE’s economic landscape while supporting international business structuring.
Exempt and Non-Exempt SPVs.
Further, the ADGM has created a classification where exempt applicants will not be required to appoint a Company Service Provider for the application and management of the SPV. The exempt applicants include a company that has substantial assets, turnover, and employees in the UAE and has adequate governance policies. Other exempt individuals include an authorized person within the meaning of the Financial Services and Markets Regulations 2015, persons licensed or regulated by the Central Bank of the United Arab Emirates, and a few others.
Necessary Documents
The SPV application requires you to submit Articles of Association, Registered office address, and Resolution of Board of directors or shareholders. Other documents like Visa and Passport information of the associated individuals have to be submitted along with a few other documents. The process of setting up an SPV is digital and can be completed on www.registration.adgm.com.
Why ADGM?
ADGM is a preferred jurisdiction for setting up SPV for various regulatory reasons.
1. Independent legal framework based on English common law;
2. Dedicated ADGM courts and dispute resolution mechanisms;
3. Zero withholding and corporate taxes;
4. No restrictions on profit repatriation;
5. Use of standard legal documentation to streamline processes;
6. Presence of top-tier financial, legal, and corporate service providers within the ecosystem. These advantages, combined with ADGM’s pro-business regulatory stance and world-class digital infrastructure, make it a compelling choice for holding structures, securitization vehicles, joint ventures, and cross-border investment platforms.
For more information, you may contact:
Thomas Paoletti
Francesca Romana Valeri
Armando Coviello
