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ADGM | Abu Dhabi, UAE
Flexible regulatory regime fostering innovation
Abu Dhabi Global Market (ADGM) boasts the region's largest innovation community, fostering a thriving ecosystem for companies to flourish and generate new economic value.
Dubai International Financial Centre (DIFC) boasts the region's largest innovation community, fostering a thriving ecosystem for companies to flourish and generate new economic value.
Arnifi Funds established by Arnifi to date.
Strategic Advantages
Common Law jurisdiction
ADGM is the first Middle Eastern jurisdiction to adopt English Common Law, offering a recognized legal framework that combines English Common Law, equity principles, and customized provisions for ADGM Courts.
Open to all nationalities
ADGM provides a global platform for businesses, entrepreneurs, and investors. Its business-friendly environment and regulatory framework attract participants from various sectors, making it an ideal location for establishing and growing international ventures.
Shareholding Flexibility
ADGM offers a flexible shareholding structure with no participant limits, supporting full foreign ownership, and multiple share classes, and enabling startups and international companies to scale, attract investment, and diversify ownership.
No capital requirements
ADGM has no minimum or maximum capital requirement for most businesses, allowing flexibility. However, regulated entities like financial institutions must meet specific capital requirements set by the ADGM Financial Services Regulatory Authority (FSRA).
Multiple share-class options
In ADGM, multiple share-class options allow businesses to issue different types of shares with varying rights, such as voting, dividends, and liquidation preferences, offering flexibility in ownership and control structure.
Customizable Article Usage
ADGM offers flexibility through customizable Articles of Incorporation, allowing businesses to tailor governance, shareholder rights, and operational rules, ensuring a legal framework that aligns with their unique objectives and needs.
ADGM SPV Incorporation
ADGM SPV offers a flexible, robust setup with a simple, digital registration process. Experience transparent pricing, straightforward reporting, and efficiency benchmarked globally.
Features & advantages
Management Framework
- Passive holding structures
- Securitization vehicles
- Asset transfer operations
- AFamily office administration
Business & Innovation
- Capital raising platforms
- Intellectual property management
- Structured finance solutions
Enrollment Charges
- For Name Reservation - $200
- For Company Registration - $700 (inclusive of data protection registration fee)
- License approval - $1000
Special Purpose Vehicle tax residency
- Entities can apply for Tax Residency Certificate.
- Certificate is issued by the UAE Federal Tax Authority (FTA)
- Double Tax Treaty benefits (Ensure to meet FTA’s criteria)
Migration permitted
- Allows relocation
- Re-domicile from other jurisdictions
Registered office address
- ADGM permits using an agent or corporate service provider.
- They can manage the SPV and provide a registered office address.
Tax efficient
- Access to a wide range of UAE Double Tax Treaties
No attestation required
- Corporate documents do not require attestation.
STEPS AND PROCEDURES
Timeline overview
12-14 business days
Total time required:
7-10 working days for initial approval
Plus 2-4 working days for registration
Process breakdown:
Phase 1: Initial approval – Get the necessary approvals and complete preliminary steps.
Phase 2: Registration – Finalize paperwork and receive your official license.
- Submit KYC documentation
- Provide qualification evidence
- Appoint a corporate service provider (CSP), if required
- Complete the online application
- Submit through the official ADGM Portal
- Undergo initial review
- Obtain In-Principal Approval (IPA)
- Secure office/desk registration
- Process Registry Office Certificate (ROC)
- Complete shareholder documentation
- PConfirm registered address (office, desk, sharing, or CSP)
- Submit final documentation
- Receive official ADGM license
- Complete company establishment
FAQNeed answers? we’ve got you covered
What is ADGM SPV incorporation?
An ADGM SPV is a passive holding company that can be used to hold investments in companies across UAE, GCC, and worldwide, minimizing financial and legal risk by segregating specific assets and liabilities.
What’s the role of ADGM SPV?
It can hold shares, convertibles, warrants, and notes, derive dividend income, and realize capital gains. However, it cannot conduct active business operations, have employees, or maintain physical offices beyond a registered address.
What are the key requirements to set up an ADGM SPV?
To set up an ADGM SPV, you need to demonstrate a satisfactory connection (nexus) to the GCC region either through asset ownership (holding GCC-based assets) or ownership structure (minimum 25% GCC shareholders). You also need at least one GCC-resident authorized signatory, though nominee services are available for this requirement.
How is ADGM SPV different from other UAE company structures?
ADGM SPVs operate under English Common Law, making them more familiar and attractive to international investors. They offer enhanced legal protections, enable sophisticated investment instruments like convertible notes and SAFEs, and have no requirements for document attestation/legalization. Unlike mainland or other free zone companies, they can be set up without physical office space and with just one director, making them more cost-effective and flexible for holding structures.
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