ADGM-SPV - PRO Desk

ADGM SPV – Special Purpose Vehicle Formation

A common-law holding company in Abu Dhabi Global Market, incorporated from USD 1,900 with no office, no minimum capital and no audit requirement. Built to hold assets, shares and intellectual property — not to trade.

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What an ADGM SPV is.

A Special Purpose Vehicle is a passive company incorporated with the ADGM Registration Authority for one job: to hold something. Shares in an operating business, real estate, intellectual property, aircraft, vessels or investment portfolios. It does not trade, it does not employ staff, and it does not carry a visa quota — which is precisely why it is cheap to run and fast to incorporate.

ADGM operates its own common-law jurisdiction, with English common law applied directly and its own courts to enforce it. For a holding structure, that matters more than any fee. Shareholder agreements, security arrangements and share pledges written under common law are understood by international banks, funds and counterparties without translation or explanation.

An SPV can be wholly foreign-owned, held by individuals or by corporate shareholders, and placed above operating companies inside or outside the UAE. Non-exempt SPVs incorporated on or after 12 July 2021 must appoint a licensed Corporate Services Provider to act as registered office and registered agent — a permanent relationship, and the real recurring cost of the structure.

Eight reasons founders choose an ADGM SPV.

The SPV category has been held at the same fee level while ADGM has repriced other licences, which keeps it one of the most cost-effective common-law holding vehicles in the region.

English common law

ADGM applies English common law directly, with its own independent courts to enforce it.

Low incorporation cost

USD 1,900 in registry fees to incorporate: name reservation, registration and the commercial licence.

100% foreign ownership

No local partner, no GCC nationality requirement and no restriction on shareholder residence.

Holds UAE and foreign assets

Real estate, shares, IP, aircraft, vessels and portfolios, inside the UAE and abroad.

No office, no capital

No physical premises required, no minimum share capital and no annual audit for most structures.

Ring-fenced liability

Each SPV isolates its assets and liabilities from the rest of the group and from personal exposure.

Bankable and financeable

Common-law share pledges and security packages that international lenders recognise.

Fast incorporation

A complete file with clean KYC is typically incorporated within days, not weeks.

Why choose an ADGM SPV?

An SPV is not a cheaper trading licence. It is a different instrument, and it earns its place in four specific situations.

01

You are separating assets from risk

Placing property, IP or investments in a dedicated company ring-fences them from the liabilities of the operating business. If the trading entity fails, the assets are not in it.

02

You are preparing to raise or to sell

Investors and acquirers price a clean common-law holding structure higher than a tangle of personally held assets. Getting the structure right before the transaction is cheaper than fixing it during one.

03

You are planning for succession

Shares in an SPV transfer far more cleanly than a portfolio of individually held assets, and a common-law framework gives the arrangement predictability across borders.

04

You need a joint venture wrapper

Two or more parties co-investing in a single project can hold it through one SPV, with the shareholder agreement governed by law both sides already understand.

Most preferred ADGM SPV uses.

An SPV holds; it does not operate. These are the structures we incorporate most often.

Group holding company

Sitting above UAE free zone, mainland and foreign operating companies as the group parent.

Real estate holding

Owning UAE and international property in corporate name, with each asset ring-fenced separately.

Intellectual property

Holding trademarks, patents, software and brand rights centrally and licensing them to operating companies.

Joint ventures

A neutral common-law wrapper for two or more partners co-investing in one project.

Investment and portfolio holding

Holding securities, private equity stakes and co-investment positions alongside funds.

Family and succession structures

Consolidating family assets under one vehicle, often beneath a foundation, for orderly transfer.

An offshore company cannot trade inside the UAE market or hold a residence visa quota. Where you need either, we pair the offshore holding structure with a free zone or mainland operating entity.

Three holding routes.

ADGM SPV

Abu Dhabi Global Market

DIFC SPV

Prescribed Company, Dubai

Offshore

JAFZA, Ajman and RAK

Process

01

Structure and eligibility review

We map what the SPV will hold, who will own it, and how it sits above your operating companies — then confirm whether you fall inside or outside the exempt category for Corporate Services Provider purposes.

02

Name reservation

Three proposed names submitted to the ADGM Registration Authority, with alternatives held in reserve.

03

KYC and document pack

Passports, address proof, structure chart and source of wealth prepared and verified before submission — the stage where most applications stall elsewhere.

04

Constitutional documents

Articles of Association drafted to fit the structure, together with the shareholder and director resolutions.

05

Registered office and agent

A licensed Corporate Services Provider appointed to act as registered office and registered agent, as required for non-exempt SPVs.

06

Filing with the Registration Authority

The full application submitted online with fees paid, and the file tracked through review to issuance.

07

Incorporation certificate and licence

Certificate of Incorporation, commercial licence and share certificates issued and handed over.

08

Bank account and asset transfer

Corporate account opened, then shares, property or IP transferred into the vehicle.

ADGM SPV cost.

Registry fees to incorporate

^AED 1,900

USD 1,900 total to the ADGM Registration Authority: USD 200 name reservation, USD 700 registration including data protection, and the USD 1,000 commercial licence. Figures in US dollars, as ADGM prices in USD rather than dirhams.

Realistic year one, all in

USD 4,000 – 6,000

01

Name reservation

Submitted with alternatives held in reserve

USD 200

02

Registration

Incorporation, including USD 300 data protection

USD 700

03

Commercial licence

Issued on incorporation, renewed annually

USD 1000

04

Registered office & agent

Mandatory CSP for non-exempt SPVs, charged yearly

From USD 2,000

05

Our formation fee

Drafting, KYC pack, filing and follow-through

Contact us

Registry fees are published by the ADGM Registration Authority in US dollars and are reviewed periodically — we confirm the figure applicable on the day you file. The Corporate Services Provider relationship, not the registry fee, is the real recurring cost of an SPV. We send an itemised written breakdown before you commit.

Required Documents

Send us the first three and we will tell you exactly which of the rest apply to your structure.

Three proposed company names, in order of preference
Passport copy of every shareholder, director and authorised signatory
Proof of residential address issued within the last three months
Structure chart showing the ownership above and the assets below the vehicle
Source of funds and source of wealth declaration for each beneficial owner
Corporate documents, attested, where a company will hold the shares
Board resolution approving the incorporation and naming the signatory
Description of the assets to be held and the purpose of the structure
Confirmation of the exempt or non-exempt status of the controlling entity, where relevant

Tell us what you need.
We’ll take it from there.

Business setup, visas, PRO services or Golden Visa — send us the details and a consultant will come back to you with a clear plan and a full cost breakdown.