ADGM SPVs: Flexible Structures for Strategic Asset Protection
Create ring-fenced entities for holding assets, managing risk,
and structuring investments — all within ADGM’s robust regulatory framework.
What is an SPV?
A Special Purpose Vehicle (SPV) is typically created to ring-fence specific assets and liabilities, ensuring that the exposure of those assets is limited solely to risks connected with a given transaction. SPVs are commonly used as:
- Subsidiaries
- Holding entities
- Joint venture vehicles
- Project-specific structures
This strategic separation protects parent entities and other holdings from cross-liabilities, while enhancing structural clarity for financial, legal, or regulatory purposes.
Key Features & Benefits of ADGM SPVs
ADGM SPVs offer significant advantages over traditional offshore or regional alternatives, including:
- No attestations required for corporate documents
- Shelf SPVs (pre-registered entities) are permitted
- No statutory requirement to file or audit accounts
- Only one shareholder and one director required
- No minimum share capital obligation
- 0% or 9% corporate tax
- No nationality restrictions on ownership
- Unlimited number of shares can be issued
- Migration of companies into or out of ADGM permitted
- Customisable Memorandum of Association
- Multiple share classes supported
Typical Uses of ADGM SPVs
ADGM SPVs can be structured to serve a wide variety of legal, financial, and operational purposes:
1
Investment Holding
Can hold all types of financial and non-financial assets, including virtual assets and freehold property in the UAE and abroad.
2
Securitisation
Enable the transfer of assets (e.g. loans or receivables) from an originating party to the SPV, which can then issue debt secured against those assets.
3
Real Estate Investment
Used to acquire title to property and limit the recourse of mortgage lenders. In certain jurisdictions, selling the shares of the SPV (instead of the asset itself) can result in lower tax and transaction costs.
4
Financing
Facilitates ring-fenced investment activities without increasing the parent company’s debt burden or exposing it to associated liabilities.
5
Asset Transfer
Streamlines the transfer of assets in line with commercial agreements and restructuring initiatives.
6
Risk Sharing
Ideal for joint ventures—allowing project-specific structures to be created, isolating risk between participating partners.
7
Capital Raising
SPVs may issue debt or raise equity, where the vehicle’s creditworthiness is based on its own asset base rather than that of the parent.
8
Intellectual Property
Used to isolate intellectual property assets, making them suitable for licensing or funding arrangements while minimising risk.
Legal Structures Available
ADGM offers two primary SPV structures:
1
Private Company Limited by Shares (LTD)
A conventional limited liability structure suited to a broad range of commercial purposes.
2
Restricted Scope Company (RSC)
Designed for greater confidentiality, with limited disclosure on the public register. RSCs may only be established by:
Public companies, or Family offices
Full disclosure must still be made to the ADGM Registrar.
Tax Residency
ADGM SPVs may be eligible for a Tax Residency Certificate issued by the UAE Ministry of Finance—enabling access to the UAE’s network of 90+ Double Tax Treaties. Additional qualifying criteria may apply.
Office Space Requirement
There is no requirement for dedicated physical office space. However, all SPVs must maintain a registered address within the ADGM. This must be facilitated via ADGM-based Corporate Service Providers.
Set up your ADGM SPV
With Expert Support
Connect with our team to ensure a smooth setup process through licensed Corporate Service Providers.
