ADGM Special Purpose Vehicles

What is a Special Purpose Vehicle (SPV)?

The Abu Dhabi Global Market's Special Purpose Vehicles (SPVs) protect parent company assets and liabilities through their distinct legal status from financial and legal risks. SPVs have a separate legal status. The creditors of the SPV cannot claim or attach the assets of the parent company or the shareholders of SPVs. This robust framework allows flexibility preventing creditors' access to parent company assets or SPV shareholder holdings.


SPV Regulations and Requirements in ADGM

  • SPVs have the capacity to hold assets worldwide, contingent upon demonstrating a connection to ADGM, the UAE, or the GCC region.
  • The Registration Authority reserves the right to grant licenses on a case-by-case basis. A mandatory requirement includes at least one authorized signatory from a UAE resident with a valid UAE Visa (director or shareholder).
  • SPVs are restricted from engaging in business activities or hiring staff, making them ineligible for UAE Residence Visas.

Why set up a Special Purpose Vehicle (SPV) in ADGM?

Corporate tax 2023

Legal Structure

Operates in a Common Law Jurisdiction

Corporate tax 2023

Financial Reporting

No Requirement to File Audited Financial Accounts

Corporate tax 2023

Cost Efficiency

Low Registration and Operating Costs

Corporate tax 2023

Ongoing Compliance

Simple Ongoing Reporting Requirements

Corporate tax 2023

Flexibility and Adaptability

Migration and Continuance Permitted, No Attestation Required for Corporate Documents

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Corporate tax 2023

Registration and Administration

No Physical Registered Address Requirement, Minimum One Shareholder/Director, Corporate Shareholder/Director Permitted, Company Secretary Not Required, Restricted Scope Company Available

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Corporate tax 2023

Capital Structure

No Minimum or Maximum Share Capital,No Restriction on the Maximum Number of Shareholders,Multiple Classes of Shares with Varying Rights Allowed (Including Fractional Shares)

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Corporate tax 2023


Tax Efficient Structure ,No Corporate Tax,Unlock DTAA Benefits with Tax Residency Certificates

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Exempt SPVs and Foundations

SPVs and foundations that demonstrate to the satisfaction of the Registrar they meet the below exemption criteria.

  • A corporate body established pursuant to any law issued by Rule of the Emirate of Abu Dhabi including the ADGM Founding Law or any Federal Law other than concerning Commercial Companies and its subsidiary/World Bank.
  • A legal entity currently registered in ADGM holding a current Financial Services Permit issued by ADGM FSRA.
  • Financial institutions are currently licensed and regulated by the UAE Central Bank.
  • Company whose shares are trading on a regulated market in the UAE (ADX, DFM and NASDAQ DUBAI).
  • Company that has demonstrated to the satisfaction of the Registrar to have adequate presence in the United Arab Emirates.

Nexus Requirement for ADGM SPVs

ADGM requires all SPVs to prove Nexus requirement. This can be satisfied by any of the following:

  • Shareholder holds a valid UAE residence Visa and resides in the UAE, or the Shareholder is a GCC national.
  • The SPV would invest in a business operating in the UAE or the GCC Region among other global businesses. This can be in the form of shares in an underlying UAE-based free zone entity, or any underlying entity in the GCC countries.
  • The SPV facilitates transactions connected, or provides real or economic benefit, to the UAE.

Documents Required for SPV Formation and Foundations

For Individual Applicants - Shareholders, Directors or Authorized Signatory.

  • Business plan
  • Brief CV of shareholders
  • Copy of a valid Passport
  • Copy of UAE Visa page and Emirates ID Card
  • Emirates ID Card
  • Proof of residence address – not more than three-months old (Utility bill, bank statement with nameand address)

For Corporate Applicants – Shareholders and Directors

  • Business plan
  • Certified Certificate of Incorporation
  • Certified Certificate of Good Standing
  • Certified Memorandum and Articles of Association
  • Original resolution approving the incorporation of SPV
  • Original Certificate of Incumbency
  • Passport copies of Ultimate Beneficial owners
  • Audited financial statements/ Management accounts
Documents Required for SPV Formation and Foundations in the UAE

Use Cases of ADGM SPVs

Why KPI as your Trusted Advisor?

  • Licensed CSP Provider - KPI is licensed by ADGM, offering CSP services for smooth SPV incorporation. We serve as the CSP/registered agent, ensuring continuous good standing.
  • Years of Experience - We boast a solid track record in successfully establishing SPVs since the very start of ADGM's regime.
  • ADGM Trailblazers - As the inaugural entity to register at ADGM, we've played a vital role in nurturing the center's growth from its inception.
  • Expert Team – Our team includes CFA Charter holders, seasoned risk and compliance experts ready to serve you with their expertise.
KPI has a solid track record in successfully establishing SPVs since the very start of ADGM's regime

Let us handle it for you

Streamlining your SPV experience with expert care and precision.

Frequently Asked Questions


With over 30 years of hard work and commitment to making a real difference, KPI has grown to serve customers from a variety of business sectors and industries across Middle East.

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