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SPV company setup in ADGM

Isolate assets from financial and legal risks under a robust regulatory framework

SPV company setup in ADGM

About ADGM Abu Dhabi’s Premier Business Hub

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.

SPV Company Setup ADGM

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.

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!

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.

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.
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

Advantages of Setting Up a Special Purpose Vehicle in ADGM

Benefits of ADGM SPV company set up include:

Globally competitive and attractive tax environment

Enjoy 100% foreign ownership rights without relying on sponsor

100+ shareholders allowed, perfect for large projects & joint ventures

No need for a physical office, operate through a registered agent

Free repatriation of profits and capital

Access to UAE’s network of double tax treaties

No currency restrictions on international transactions

Robust and transparent legal system based on English Common Law

How to Start an SPV Company in ADGM?

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

1

Name selection

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.
2

Complete application

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.
3

Application review

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.
4

License issuance

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

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.

Special Purpose Vehicle (SPV) Company Setup in ADGM

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

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