The Abu Dhabi Global Markets (ADGM) is an international financial free zone for local, regional and international institutions. In operation since October 2015, the ADGM provides a broad range of services, covering insurance, wealth management, banking, asset management and capital market activities.
ADGM’s jurisdiction extends across Al Maryah Island, Abu Dhabi with three independent governing authorities; the Registration Authority (RA), the Financial Services Regulatory Authority (FSRA) and the ADGM Courts.
Aligned with international standards and best practices of global financial centres, the ADGM is recognised as robust, progressive and responsive, making it one of the of the most trusted financial centres in the GCC.
As part of their services, the ADGM platform offers a flexible, simple and efficient Special Purpose Vehicle (SPV) regime which has been designed and benchmarked against international standards and alternatives. The regime caters to the requirements of a broad range of businesses and industries, with no restrictions on who can set up an ADGM SPV.
A Special Purpose Vehicle (SPV), also known as a Special Purpose Company (SPC) or a Special Purpose Entity (SPE), is an entity which is considered ‘bankruptcy- remote’. An SPV is usually a subsidiary which is protected in case the parent company goes bankrupt and considered isolated in case the same happens in reverse. An SPV can be used to finance as well as buy and sell assets which are often held on an off- balance sheet, aiming to limit liability and isolate financial risk. Setting up an SPV in the UAE can either be done through the Abu Dhabi Global Market (ADGM) or the Dubai International Financial Centre (DIFC).
ADGM’s SPV regime is regarded as a highly flexible and cost-effective solution for structuring asset holdings and investments. The regime offers business owners and asset holders greater freedom while allowing for separation of financial and legal risk. Under the direct application of English Common Law, SPVs follow companies’ regulations rather than separate regulations, which ensures consistency across all corporate vehicles.
Key features of the ADGM SPV include:
An ADGM SPV is most commonly used to hold shares in other companies in the UAE. It can effectively act as the 49% foreign shareholder in an onshore UAE LLC, whilst allowing the shareholders to have collective ownership of assets and IP within a robust local English Common Law jurisdiction. Below we list the key uses of an ADGM SPV corporate vehicle:
The ADGM SPV application and payment processes are fully digital and can be completed via the online registry solution through the ADGM portal.
Alternatively, companies and individuals who wish to set up an ADGM SPV can use a service provider like PRO Partner Group to assist them fully with the documentation and formation. PRO Partner Group is able to fully manage the SPV application and setup process from start to finish.
To ease the process, ADGM does not normally require any personal visits or submittal of original hard copies of documentation during the setup process. In addition it does not require the full consularisation of foreign corporate documents as part of the formation process, only certification of documents is required, which saves time and money.
Please see below the outlined process steps for ADGM SPV application completion:
PRO Partner Group has assisted with the setup of numerous SPVs and we are seeing a growing demand for SPV setups in ADGM. We are able to provide swift and cost-efficient incorporation assistance. We are also able to source a virtual registered office space so as to avoid the requirement for a physical office and we can act as the administrative local authorised signatory if required.
For more information on setting up an ADGM SPV, the right holding structure for your business or for further information on any other related company setup, restructuring or local partner matters in the UAE and wider Gulf, do get in touch with us on +971 (0)4 456 1761 for Dubai or +971 (0)2 448 5120 for Abu Dhabi, email us at firstname.lastname@example.org or complete the contact form below and we will be delighted to assist you.
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Business Consultant – Abu Dhabi
Corporate Structuring Manager