At Dubiz, we understand the complexities & challenges of establishing a business in UAE’s evolving landscape. Our suite of expert business setup services is specially designed to support your venture at every stage, from inception to expansion.

Every business comes with risks, especially for entrepreneurs building something of their own. Assets and liabilities can be fragile, which is why it is so important to have the right structure in place to protect your company from legal and financial risks.

The UAE, known for having one of the safest and most stable economies in the world, offers a range of modern business structures designed to help companies stay secure. One of the most trending options is the SPV company set up. An SPV (Special Purpose Vehicle) is a separate legal entity created to isolate specific risks. If the SPV faces any legal or financial issues, its shareholders or sister companies remains unaffected.

ADGM (Abu Dhabi Global Market), an award-winning financial center in Abu Dhabi, offers SPV setups that are flexible, strong and efficient, making them an ideal choice for startups and investors looking for smart solutions.

About ADGM

Abu Dhabi’s Premier Business Hub

Abu Dhabi’s Premier Business Hub

ADGM (Abu Dhabi Global Market) is an innovative, modern, and forward-thinking business center located in the capital of the UAE, Abu Dhabi. It offers a perfect blend of a world-class lifestyle, tax-friendly policies, and a pro-business environment, making it a top choice for entrepreneurs in 2025.

ADGM operates under its own commercial and civil laws, based on English common law. The Registration Authority manages business setup and licensing, while the Financial Services Regulatory Authority (FSRA) oversees financial services. At the same time, ADGM Courts provide a robust legal system businesses can trust.

A strong and transparent regulatory framework, supporting both financial and non-financial institutions, is what sets ADGM apart!

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What is an SPV in ADGM?

An SPV (Special Purpose Vehicle) is a separate legal entity created by an organization or individual, which has its own assets and liabilities separate from the owner or sister/parent companies. They are created for various purposes, such as to establish subsidiaries, hold assets, manage projects, or form joint ventures.

ADGM has introduced the SPV regime for various types of businesses, uses, and industries. Because SPVs have a separate legal status, they offer complete financial and legal risk protection to their shareholders and parent/sister companies.

Features of ADGM SPVs:

  • No minimum share capital required
  • Minimum of one shareholder and one director needed
  • No need to lease out office space
  • No nationality ownership restrictions
  • May qualify for UAE Double Tax Treaty network
  • No document attestation required
  • Cannot conduct operations or hire staff

Purpose of SPV Company Set Up in ADGM

SPVs in ADGM are commonly created for the following purposes:

Asset holding

Asset holding:

An SPV can be a means to hold investments in companies in the UAE, Saudi Arabia, and many other countries around the world. Investments can be held in the form of convertibles, warrants, underwritings, and so on.

Business migration and continuation

Business migration and continuation:

Relocation and redomicile of companies to ADGM from other jurisdictions.

Raising capital and financing

Raising capital and financing:

You can raise finance through an SPV, where the creditworthiness of the SPV will be under review, not that of the parent company. This allows financing without changes to the capital structure of the parent company.

Real estate investments

Real estate investments:

An SPV company set up can be used to buy and hold title to real estate and property in UAE and other permitted areas.

Securitization of assets and liabilities

Securitization of assets and liabilities:

Assets and liabilities can be pooled and transferred to an SPV. Then, securities can be issued by the SPV, isolating risk from the parent company.

Trading assets

Trading assets:

SPVs can hold and trade assets like commodities and stocks in a structured and tax-efficient manner.

Risk fencing

Risk fencing:

The legal and financial risks are contained to specific projects or assets, while the parent company is completely protected from potential liabilities.

Holding intellectual property

Holding intellectual property:

Important and core IP can be moved to a separate structure where it remains safe from risks. SPVs can also hold IP agreements.

Asset transfer

Asset transfer:

Without any red tape, assets and related agreements can be transferred as part of legacy planning and inheritance structuring.

How to Start an SPV Company in ADGM?

Here are the steps of setting up an SPV in ADGM:

Select a unique and appropriate name for your ADGM SPV setup. The name you choose must not be already taken by another company and must meet the naming rules set out by ADGM’s regulatory authority.

Prepare the necessary documents and submit your application for incorporation and SPV license to the Registration Authority. Include the completed application form, company Memorandum and Articles of Association (MOA & AOA), passport and address proof of the shareholder(s) and director(s), and any other required documents. Don’t forget to pay the applicable fees during this step.

Once the application is submitted, the Registration Authority will review it. In case the authority needs more information from you, you will receive a notification via email.

Upon approval, your Certificate of Incorporation will be issued, and your SPV will be recognized as a legal entity in ADGM.

Cost of Establishing an SPV in ADGM

The cost of a commercial license for an SPV company in ADGM is around USD 1,000*. You will need to pay AED 700* for the company incorporation application and AED 200* to reserve a trade name

Please note that the total ADGM SPV cost is subject to change based on regulatory updates and business requirements. For the most accurate and up-to-date pricing of SPV setup Abu Dhabi, please contact Dubiz experts.

Documentation Requirement

The following documents are typically required to start an SPV company in ADGM:

  • Business plan
  • Board resolution approving the SPV setup
  • Articles of Association (AOA)
  • Signed lease agreement or a consent letter from a corporate service provider
  • Passport copies of directors, authorized signatories, and shareholders
  • Copy of valid UAE residence visa of the authorized signatory (at least one must be a GCC national or hold a valid UAE visa)
  • Attested Certificate of Registration (for corporate shareholders or directors)
  • Additional documents as may be requested

It is advisable to consult with our experts to ensure all required forms and documents are submitted correctly.

Start your SPV Company in UAE with Dubiz

ADGM’s SPV regime is robust and well-regarded. It stands out as a leading jurisdiction for SPV setup, offering 100% foreign ownership, no physical office requirement, tax efficiency, access to the UAE’s extensive network of double tax treaties, and many other advantages.

SPVs in ADGM can be established for various strategic reasons including investment structuring, undertaking high-risk projects, asset protection, or raising capital. To get started, it’s essential to understand the legal framework and compliance obligations within ADGM. As the process can be complex, partnering with experienced professionals ensures a smooth, compliant, and efficient setup.

Dubiz Business Setup, with its unmatched 8+ years of experience, can assist you with the complete company formation process, ensuring your SPV is established smoothly and in full compliance with ADGM guidelines. Get all the UAE company setup needs figured out under a single roof including your business license, business bank account setup, visa and tax advisory.

Note: Information provided is to the best of our knowledge but is subject to change. Please contact ADGM or our experts for the latest updates.

FAQs

SPV stands for Special Purpose Vehicle and refers to passive holding company established by organisations and individuals to achieve a specific goal.

You can typically establish an SPV company in ADGM within 2 to 4 weeks, provided you submit all required documents and obtain the necessary approvals.

The primary ongoing compliance requirements for ADGM SPV set up include:

  • Annual filing of financial statements (IFRS compliant)
  • Maintenance of accurate and up-to-date records of shareholders, directors, and beneficial owners
  • AML (Anti-Money Laundering) and CTF (Counter-Terrorism Financing) compliance
  • Appointment of a registered agent
  • Risk assessment systems in place

These requirements are mandatory and must be strictly followed to remain compliant with ADGM regulations.

No, SPVs in ADGM are not allowed to act operationally. They are designed as passive holding companies and cannot conduct active business functions.