Abu Dhabi Global Market is an international financial center for local, regional and international institutions strategically located in Abu Dhabi, which provides a secure and efficient platform for businesses and financial institutions to reach into and out of the emerging markets of the region through one of its main vehicles - the ADGM SPV (Special Purpose Vehicle). ADGM Free Zone is regulated by three independent authorities (the Registration Authority, the Financial Services Regulatory Authority (FSRA) and ADGM Courts) to ensure that ADGM center operates in line with best international practice recognized by major financial centers.

The ADGM SPV (Special Purpose Vehicle) model was drawn on the best available structures internationally and therefore offers a number of different vehicles in which to fulfill narrow, specific, or temporary corporate objectives. The ADGM Special Purpose Vehicles (SPVs) are passive ADGM holding companies set up with the aim of holding assets, shares, Intellectual Property, as well as to isolating financial and legal risk amongst individuals and companies. ADGM Free zone incorporates various entities providing financial services or non-financial services.

The ADGM SPV, however, is not an operational company and cannot conduct business activities or invoice for operations. In addition to the standard SPVs, ADGM has also introduced a new Restricted Scope Company structure: Restricted Scope Company (RSC). An ADGM RSC is a company (usually a Private Limited Company) with a limited public disclosure requirement. RSCs are particularly useful for Single Family Offices or SPVs established to hold investments or own assets.


Key Features and Benefits of ADGM SPVs:

  • Benefit of UAE Double tax conventions
  • They are so-called “exempt” structures and thus do not fall under the direct supervision of the Financial Services Regulator.
  • No restrictions on nationality of ownership
  • No restrictions on the number of shareholders.
  • 1 shareholder and 1 director permitted.
  • Corporate directors are permitted.
  • No secretary requirements.
  • No minimum share capital.
  • Different classes of shares possible.
  • An ADGM SPV could morph into an ADGM Holding Company whichis typically a parent corporation, existing as a Private Limited Company (Ltd) and can own other companies (subsidiaries), property such as real estate, patents, trademarks, stocks and other assets, wherever they may be.
  • A Foreign IBC could morph into an ADGM SPV.
  • The Registration Authority will register charges against the name of the company in ADGM and make the register of charges available to the public.

Key Uses of ADGM SPV:

  • Single family offices
  • Holding structure – wrapper and consolidation vehicle
  • Availing Tax Conventions benefits
  • Proprietary investment
  • Securing the control of underlying mainland companies
  • Securitization- asset based securities
  • Fund raising and Trustee structuring
  • Regional Head Quarters

Case Study:

Strengthen the investor’s control over the 51%local shareholding of his mainland LLC business – Uses of UAE ADGM SPV to establish a common law corporate entities layer.

Current Business Structuring

New Business Structuring Or Restructuring

First degree of structuring – More confidential and sophisticated
structuring are possible.


  • The local and foreign shareholdings are uplifted from a dual sharia law and civil law jurisdiction to a common law jurisdiction:
  • allowing more flexibility to gain a higher investor’s protection while the ultimate local shareholding complies with the mainland regulatory framework;
  • granting access to more sophisticated contractual and structuring environment;
  • Subjecting the resolution of conflicts to a common law jurisdiction, court and arbitration rules.
  • Exiting from the heavy legalisation and notarisation costs (unlike foreign IBC used or corporate actions are executed).

Wincore Advisory Group’s structuring team will advise you on the best structuring to establish your UAE presence and reach your objectives whilst maintaining the highest degree of control over your business and confidentiality. Wincore Advisory Group’s structuring team will advise you also on related capital raising planning, tax structuring and succession planning in a Sharia Law environment.


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Towers Mazaya Business
Avenue, JLT, Dubai, UAE
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*Wincore Advisory Group DMCC is not providing any Legal and Financial Services.

© 2020 Wincore Advisory Group – Tax | Corporate | Fiduciary | Residency 

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