- Osome Blog UAE
- ADGM SPV Setup
ADGM Special Purpose Vehicle: How to Set Up an SPV in 2026
- Modified: 25 October 2026
- 13 min read
- Foreigner's Guide, Company Registration
Ruth Dsouza
Author
Ruth Dsouza Prabhu is a content developer passionate about turning ideas into clear, compelling narratives. Drawing on her experience in marketing communications and lifestyle writing, she makes complex business topics understandable for UAE entrepreneurs. Her work spans strategy, storytelling, and thought leadership, delivering content that is both credible and impactful. Ruth’s articles empower business owners to gain actionable insights, make informed decisions, and confidently navigate their entrepreneurial journey.
Shahla Mohammad
Reviewer
Shahla Mohammad is a Senior Accountant at Osome, bringing extensive experience in financial reporting, bookkeeping, and compliance. She supports UAE businesses with accurate financial management and clear guidance on regulatory requirements. With a detail-oriented and practical approach, Shahla helps entrepreneurs maintain strong financial foundations, ensure compliance, and make informed decisions to support sustainable growth.
An Abu Dhabi Global Market (ADGM) special purpose vehicle (SPV) is a passive company that holds assets and keeps them apart from the risks of the wider group. Approval depends on three things: a link to the region, a licensed service provider, and a qualifying signatory. This guide explains who qualifies, how ADGM SPV setup works in 2026, and what the SPV must file each year.
Key Takeaways
- An ADGM SPV holds assets such as shares, property or intellectual property, but it cannot trade, serve clients or employ staff, so most groups pair it with an operating company.
- Approval depends on nexus, a documented link to ADGM, the UAE or the wider Gulf. Appointing a local service provider does not create that link on its own.
- Unless your group is regulated, listed, or already has a real UAE presence, a licensed Company Service Provider (CSP) must set up the SPV and run its filings.
- Each year the SPV renews its licence, files an annual return and accounts, and keeps its beneficial ownership record current, usually through its CSP.
What Is an ADGM Special Purpose Vehicle?
An ADGM special purpose vehicle is a passive holding company used to ring-fence assets and liabilities, so that risk in one part of a structure does not reach the rest. It has its own legal personality. Creditors of the SPV cannot claim against the assets of its shareholders or its sister companies.
ADGM's Registration Authority (RA) incorporates and licenses SPVs, which are governed by the Companies Regulations 2020. Corporates, family offices, sovereign wealth funds and individual investors all use them. Like other free zones for businesses in the UAE, ADGM allows full foreign ownership, and its common law framework gives owners rules that international investors already know.
What Can an ADGM SPV Be Used For?
An SPV suits any asset or deal you want to keep in its own company. It works best where the value lies in what the company owns rather than what it does. ADGM sets firm limits on activity, so check what an SPV cannot do before you choose one.
What can an SPV hold?
These are the most common uses:
Use | What the SPV holds |
|---|---|
| Group holding | Shares in companies in the UAE, the Gulf Cooperation Council (GCC) or further afield |
| Real estate | Property in the UAE or abroad |
| Intellectual property | Trademarks, software or patents licensed to other companies |
| Joint venture | One project, with each partner's exposure kept separate |
| Financing | Assets that secure a loan, with pledges registered with the RA |
| Capital raising | Securities listed or traded on an ADGM market |
One SPV usually holds one asset or one deal. Keeping each in its own company means a problem with one cannot spread to the others.
What can an SPV not do?
An SPV is passive. It cannot run an operating business, invoice clients or employ staff, so it cannot sponsor visas. It does not lease an office either. It uses the registered address of its Company Service Provider (CSP) instead.
The SPV can still appoint directors and pay outside advisers, such as lawyers and accountants. If your group needs people, contracts or management in Abu Dhabi, set up an operating or holding company alongside the SPV. The SPV owns the asset, and the operating company runs the business.
Who Can Set Up an ADGM SPV?
ADGM does not restrict who owns an SPV by nationality. What it tests is the SPV's link to the region and whether it has a qualifying signatory. The Registrar decides each application case by case, so prepare clear evidence for both before you apply.
What counts as nexus?
Nexus is the link between your SPV and ADGM, the UAE or the GCC. ADGM accepts documentary evidence of any one of these:
- The SPV is owned or controlled by a UAE or GCC-based company, family, family office or individual.
- It holds assets in the UAE or the GCC.
- It supports transactions connected to the UAE, or brings it real economic benefit.
- It issues securities to be listed or traded on an ADGM market.
An SPV owned by a foreign non-resident and holding only assets outside the region does not qualify. Appointing an ADGM service provider does not create nexus on its own, and the Registrar is unlikely to approve an application without it.
Who can be the authorised signatory?
Every SPV needs at least one individual authorised signatory who is a UAE national, a GCC national or the holder of a valid UAE residence visa. That person must have entered the UAE before. Someone who has never travelled there cannot be appointed.
If no shareholder or director qualifies, some service providers can supply a nominee signatory. ADGM asks every applicant to complete a nominee arrangement form, even when the answer is no, so the Registrar can see any nominee in the structure.
How many shareholders and directors do you need?
You need at least one shareholder and one director. Either can live outside the UAE, and ADGM places no restriction on their nationality.
The SPV can also issue more than one class of share. That lets you give investors different voting or dividend rights, which helps with joint ventures and co-investments. Every individual who ultimately owns or controls 25% or more of the SPV is a beneficial owner. Their details go to the Registrar, though they do not appear on the public register.
Do You Need a Company Service Provider for an ADGM SPV?
In most cases, yes. Since 12 July 2021, a non-exempt SPV must apply through an ADGM-licensed CSP and keep one appointed at all times, under section 296A of the Companies Regulations 2020. Only SPVs that belong to certain regulated, listed or established groups are exempt.
Is your SPV exempt or non-exempt?
An SPV is exempt if it is the parent or subsidiary of one of these:
- a person exempt under ADGM's Commercial Licensing Regulations (Exemptions) Order 2020
- a firm authorised to carry out regulated activities in ADGM
- a business licensed or regulated by the Central Bank of the UAE
- a company whose shares trade on a UAE regulated market, including ADGM
- a company that has shown the Registrar it has adequate presence in the UAE
Every other SPV is non-exempt. ADGM offers an online tool that checks your status before you apply, and a group seeking exempt status must send supporting documents with its application.
What does the CSP do?
The CSP submits your incorporation application, provides the SPV's registered address in ADGM and acts as its main point of contact with the Registrar. It then handles the SPV's ongoing statutory filings. ADGM publishes a list of licensed CSPs on its website, and only those firms can act for a non-exempt SPV.
If your CSP resigns or you replace it, the SPV must notify the Registrar within 14 days. The notice names the new CSP or confirms that the SPV is now exempt. You stay responsible for giving the CSP accurate information, because every filing is made in the SPV's name.
Before you appoint a CSP, agree who keeps the SPV's statutory registers and who tracks changes. Settling this at the business setup stage stops filings slipping when a director or shareholder changes later in the year.
Should Your SPV Be a Private Company or a Restricted Scope Company?
Most SPVs are private companies limited by shares. A Restricted Scope Company (RSC) is the alternative for owners who want more privacy. Its directors and shareholders do not appear on the public register, although the Registrar still holds full details.
The two forms differ in three ways:
Private company limited by shares | Restricted Scope Company | |
|---|---|---|
| Public register | Directors and shareholders shown | Not shown, with full details held by the Registrar |
| Who can use it | Any applicant that meets the SPV rules | A subsidiary of a group that publishes group accounts, a subsidiary of a UAE-incorporated company, or a company wholly owned by one person or a family the Registrar approves |
| Annual accounts | Audited, unless the small company exemption applies | No audit, and only a balance sheet is filed |
Two of the RSC routes depend on the Registrar's discretion, so confirm your eligibility before you apply.
What Documents Does an ADGM SPV Application Need?
You start with the standard set every ADGM company provides: name options, the business activity, and passport, photo and proof of address for each shareholder. A non-exempt SPV then adds these items:
- the non-exempt SPV business plan, signed by you and your CSP, showing your nexus
- the incorporation resolution, signed by all shareholders
- certified copies of documents for the asset the SPV will hold, such as a title deed or commercial licence, certified within the last three months
- certified English translations of any document in another language
Documents issued outside the UAE may also need attesting or notarising, which is charged separately.
How Do You Set Up an ADGM SPV?
Once you have your nexus evidence and a CSP lined up, setup follows these steps:
- Define what the SPV will hold and why, and gather your nexus evidence.
- Check whether your SPV is exempt, and appoint a licensed CSP if it is not.
- Choose between a private company and an RSC.
- Reserve the company name.
- Your CSP submits the application and documents through ADGM's Online Registry Solution.
- Answer any questions from the Registrar during the review.
- Receive the commercial licence and incorporation documents.
- Register the SPV for Corporate Tax and open a bank account.
Plan step 8 early. A UAE-incorporated juridical person, including a free zone company established on or after 1 March 2024, generally must apply for Corporate Tax registration within three months of incorporation, establishment or recognition. Confirm the applicable deadline for your specific entity, as different rules apply to other categories of taxable persons. So check the Corporate Tax registration deadline before your licence arrives.
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What Are an ADGM SPV's Ongoing Obligations?
An SPV is light to run, but it still files every year. Your CSP usually handles these filings, while the SPV and its directors stay responsible for them. These are the filings to plan for:
Obligation | When it is due |
|---|---|
| Renew the commercial licence and data protection registration | Every year |
| File the annual return | Every year |
| File annual accounts | Within nine months of the accounting reference date |
| Have the accounts audited | Every year, unless turnover is no more than USD 13.5 million and there are no more than 35 employees |
| Update the beneficial ownership record | Whenever ownership or control changes |
| File changes with the Registrar | When directors, shareholders or share allotments change |
Since May 2026, ADGM companies have also been barred from issuing bearer shares. Even with few transactions, proper bookkeeping systems make the annual accounts quicker to prepare and easier to audit.
Most SPV problems start after year one, not at setup. A shareholder sells, a director steps down, or the CSP changes, and nobody files the update. Keep a simple log of every change and send it to your CSP the week it happens.
Senior Accountant
How Is an ADGM SPV Taxed?
An ADGM SPV falls within UAE Corporate Tax. If it meets the Qualifying Free Zone Person conditions, it pays 0% on qualifying income and 9% on the rest. One of those conditions is audited financial statements, regardless of the SPV's size.
Your ADGM licence does not register the SPV with the Federal Tax Authority (FTA), so complete corporate tax registration once the licence is issued. ADGM entities can also apply for a UAE Tax Residency Certificate, subject to FTA criteria. The Economic Substance Regulations no longer apply, having been removed for financial years starting on or after 1 January 2023.
An SPV with little activity still files a Corporate Tax return. Arranging corporate tax filing support early means the return and the audited accounts behind it are ready at the same time.
How Does an ADGM SPV Compare With a DIFC Prescribed Company?
The Dubai International Financial Centre (DIFC) offers a similar vehicle, the Prescribed Company. Since amended DIFC regulations took effect on 24 July 2026, the two regimes look much closer. The biggest difference now is nexus. Here is how they compare:
ADGM SPV | DIFC Prescribed Company | |
|---|---|---|
| Regional link | Required: nexus to ADGM, the UAE or the GCC | Not required |
| Exemption from appointing a service provider | Regulated or listed groups, plus groups with adequate UAE presence | Regulated, listed, government or eligible DIFC-registered parents only |
| Private register | An RSC keeps directors and shareholders off the public register | Available only to some family businesses, under separate rules |
| Audit exemption | Turnover up to USD 13.5 million and no more than 35 employees | Turnover below USD 5 million and no more than 20 shareholders |
Without a regional link, DIFC may now be the simpler route. With one, compare service provider terms in both, and check whether DIFC is the right structure for your business.
How Osome Can Help
An SPV is quick to set up, but the work comes back every year. The licence renews, the annual return and accounts fall due, and the SPV needs audited accounts if it relies on the 0% Corporate Tax rate. For families, investors and startup groups holding assets in ADGM, these filings are easy to lose track of, because so little happens day to day.
Osome keeps that work on schedule. A dedicated accountant prepares your bookkeeping, financial statements and Corporate Tax filing, and our software keeps every record in one place. You can see what is due and when, and the SPV stays ready for its CSP, its auditors and the FTA.
Summary
Before you approach a CSP, write one page on what the SPV will hold, who owns it and how it links to the region. That page becomes your nexus evidence, the core of your business plan and the brief for your provider.
If the regional link is hard to show, settle that first, because no document or provider can fill the gap. Then plan year two as carefully as setup: agree who files each change, and budget for audited accounts if you want the 0% rate.
Disclaimer: All figures and pricing in this article are as close to accurate as possible as of October 2026. Fees, rules and requirements change, so please carry out your own due diligence before making any decisions.