Special Purpose Vehicle (SPV)
Special Purpose Vehicle (SPV)
Ring-fence assets and isolate liability in a passive holding vehicle. ADGM's best-known structure — and the one with a nexus test to pass.
Abu Dhabi Global Market
ADGM Company Formation
Independent guidance on Abu Dhabi’s English common law financial centre — which structure fits, what ADGM actually charges, and an introduction to a licensed provider who can file it. The application itself can be completed from wherever you are.
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What are you setting up?
- English common law, applied directly
- Independent ADGM Courts
- FSRA-regulated financial licences
- No visit needed to apply
Quick answer
What is ADGM company formation?
Abu Dhabi Global Market is a financial free zone established under Abu Dhabi Law No. 4 of 2013 [ADGM RA — SPV Guidance Note] and inaugurated in late October 2015 [ADGM]. Forming a company there means registering with its Registration Authority, which handles incorporation and commercial licensing for every entity in the Centre [ADGM Registration Authority].
What makes ADGM unusual is the law that comes with it. ADGM applies English common law directly under the Application of English Law Regulations 2015 [ADGM Courts — English common law] — the first jurisdiction in the Middle East to take the approach Singapore and Hong Kong took — and disputes are heard by its own courts, in English.
Fees are published rather than quoted on request. Registering a non-financial entity totals USD 5,800, a Special Purpose Vehicle USD 1,900, and a Foundation USD 1,000 [ADGM RA — Schedule of Fees]. Financial firms apply to the FSRA before the Registration Authority will consider incorporation[ADGM RA — Schedule of Fees].
Structures
The structures ADGM actually offers
Every structure below appears in ADGM’s own list of entity types. ADGM has no Prescribed Company and no Variable Capital Company — if you have read otherwise, you were reading about DIFC. It does have two that DIFC does not: the Restricted Scope Company and the DLT Foundation.
Restricted Scope Company (RSC)
Restricted Scope Company (RSC)
Limited disclosure on the public register — for subsidiaries of a group publishing accounts, of a statutory body corporate, or a company wholly owned by one person or one family.
Private Company Ltd by Shares
Private Company Ltd by Shares
The standard operating company for financial and non-financial firms — the form most ADGM businesses take.
Foundation
Foundation
Separate legal personality with no shareholders, holding assets for defined objectives. Built for succession and family wealth.
DLT Foundation
DLT Foundation
ADGM's structure for blockchain foundations, DAOs and Web3 entities — with its own legal personality. DIFC has no equivalent.
Holding Company
Holding Company
Hold shares, real estate and intellectual property under one roof, inside a common-law jurisdiction.
Limited Liability Partnership
Limited Liability Partnership
Partner liability limited to each partner's interest — the usual form for professional firms.
Limited Partnership
Limited Partnership
General and limited partners, with specialised fee treatment for investment partnerships and their general partners.
Cell Companies (PCC & ICC)
Cell Companies (PCC & ICC)
A core plus segregated cells — protected cells inside one legal entity, or incorporated cells that are each their own.
Branch of a Foreign Company
Branch of a Foreign Company
Register an existing company's branch in ADGM rather than incorporating a new subsidiary.
Published figures
What the Registration Authority charges
ADGM publishes a full schedule of fees, so these are facts rather than estimates. They are also only the government’s share of a setup budget — see the four drivers below for the rest.
- SPV registration
- USD 1,900
- Non-financial registration
- USD 5,800
- Foundation registration
- USD 1,000
- Tech Start-up incentive
- USD 1,500
Figures as at January 2025 schedule. Published by ADGM RA — Schedule of Fees. Fees and regulations change — confirm against the source before acting.
Cost
What moves the number
We publish ADGM’s charges because ADGM publishes them. We do not publish a total setup cost, because it depends on these four, and a headline figure that later differs from a real quotation is worse than no figure at all.
Which structure, and whether it can trade
The largest single decision. An SPV is charged under ADGM's 'Specialised' column at roughly a third of a standard non-financial entity — but it cannot conduct operational business or hire anyone. Choosing on price alone is how people buy the wrong vehicle.
Whether the FSRA is involved
A regulated financial activity means FSRA authorisation, regulatory capital and compliance resourcing on top of registration — and the FSRA application comes first, before the Registration Authority will consider incorporation.
A registered office, and a service provider
Every ADGM entity must maintain a registered office in ADGM. Non-exempt SPVs must also appoint a licensed company service provider, whose annual fee frequently exceeds ADGM's own renewal charge and which nobody publishes.
How many people
Visas, medical testing and Emirates ID are federal charges levied per person, and headcount drives the space decision as much as the other way round.
Why ADGM
What you can only get here
01
English common law, applied directly
Not a code modelled on common law — the thing itself. English case law applies as it stands from time to time, alongside 47 modified English statutes. It is the first jurisdiction in the Middle East to take the approach Singapore and Hong Kong took.
02
Independent ADGM Courts
Courts of First Instance and Appeal with their own judges and procedural rules, in English, deciding the shareholder and employment disputes that no contract clause covers.
03
The SPV and RSC regime
ADGM is known internationally as the SPV jurisdiction. The Restricted Scope Company goes further, allowing limited disclosure on the public register for those who qualify.
04
The FSRA
Financial services are regulated under rules modelled on the UK's Financial Services and Markets Act 2000 — familiar ground for anyone who has dealt with the FCA, and a supervised jurisdiction that changes how banks read you.
05
A private-wealth and Web3 toolkit
Foundations for succession, and the DLT Foundation for blockchain projects, DAOs and Web3 entities — a structure with its own legal personality that has no DIFC equivalent.
06
Fees that came down, not up
ADGM cut non-financial commercial licence fees by half and retail fees by two-thirds with effect from January 2025. Every figure on this site comes from that published schedule.
And the things ADGM is not
0% corporate tax on qualifying income, 100% foreign ownership and unrestricted profit repatriation are sold as reasons to choose ADGM. They are not: corporate tax is federal and applies the same Qualifying Free Zone Person test in every free zone, full foreign ownership is standard across free zones, and repatriation is unrestricted in the alternatives too. More importantly, ADGM is not an offshore jurisdiction you can use from anywhere — an SPV must show a genuine connection to ADGM, the UAE or the GCC, and appointing a service provider here does not create one. If your assets and your owners sit entirely outside the region, this is the wrong jurisdiction and we will say so.
The full ledger, including the drawbacks, is on is ADGM worth it and the benefits of ADGM.
Process
How an ADGM entity comes into existence
Described as it happens, and by who does it. We are not a licensed corporate service provider and none of these steps are ours to perform — knowing which authority owns each one is more useful to you anyway.
- 1
Settle the structure and the activity
Which legal form fits the objective, and which controlled activity the entity will be licensed for. This determines the fee category and, for financial activities, whether the FSRA is involved at all.
- 2
FSRA first, if the activity is financial
An entity carrying on financial business must apply to the FSRA before it can apply to the Registration Authority for incorporation. Getting this order wrong is the most common cause of a stalled timeline.
- 3
Reserve the name and file with the Registration Authority
Name reservation and the incorporation application go through the ADGM Online Registry Solution. A licensed company service provider files on the entity's behalf where one is required — as it is for non-exempt SPVs.
- 4
Registered office, licence and then the practical work
Every ADGM entity must maintain a registered office in ADGM. Once the commercial licence issues, the bank account, establishment card and residence visas follow.
Start here
The pages worth reading first
New to ADGM entirely? What is ADGM explains the Centre, its three authorities and the English common law point that makes it different. Ready to set something up? ADGM business setup is the complete guide — structures, licence categories, published fees and the real timeline.
Holding assets or structuring a deal? Start with the Special Purpose Vehicle — the structure ADGM is best known for internationally, and whose nexus test is the single most common reason an overseas application is refused. Everything here is traced to a primary source, and the sources and methodology page lists every one of them.
What is ADGM?
Abu Dhabi Global Market is a financial free zone established under Abu Dhabi Law No. 4 of 2013 and inaugurated in late October 2015. It has three independent authorities — the Registration Authority, the Financial Services Regulatory Authority and ADGM Courts — and applies English common law directly. Its jurisdiction covers 14.38 million square metres across Al Maryah Island and Al Reem Island.
How much does it cost to set up a company in ADGM?
ADGM publishes its Registration Authority fees. Registering a non-financial entity totals USD 5,800 with renewal at USD 5,300; a retail entity is USD 2,800 and USD 2,300; a Special Purpose Vehicle is USD 1,900 and USD 1,400; a Foundation is USD 1,000 and USD 500; and a financial entity is USD 17,000 and USD 16,500 before any FSRA fees. Those are government charges only — they exclude the registered office, any company service provider, visas and professional fees.
How is ADGM different from DIFC?
The clearest difference is legal. ADGM applies English common law directly under the Application of English Law Regulations 2015, while DIFC enacted its own codified civil and commercial laws. ADGM's registrar is the Registration Authority and its regulator the FSRA; DIFC's are the Registrar of Companies and the DFSA. ADGM also offers structures DIFC does not, notably the Restricted Scope Company and the DLT Foundation, and has no equivalent of DIFC's Prescribed Company or Variable Capital Company.
Can I set up in ADGM from outside the UAE?
For most structures, yes. For a Special Purpose Vehicle specifically, no — not without a genuine connection to the region. Every ADGM SPV must satisfy the Nexus Requirement: an appropriate connection to ADGM, the UAE and/or the GCC. An SPV wholly owned by a foreign non-resident holding only assets outside the region does not meet it, and appointing a UAE-based service provider does not create that connection.
Does ADGM really use English law?
Yes, with one distinction that is widely misstated. English common law, including the rules and principles of equity, applies on an evergreen basis — as the case law stands from time to time. English statute law does not: 47 modified English statutes are scheduled to the Application Regulations on a fixed-date basis, and later amendments passed in England have no effect in ADGM unless a specific ADGM enactment adopts them.
Do you incorporate the company for me?
No. HenryClub Advisory is not a licensed corporate service provider. We are an independent information and referral service: we do not incorporate companies, file with the ADGM Registration Authority, or provide regulated services of any kind. When you enquire, we introduce you to established licensed providers suited to your structure and activity, and you agree your engagement, fees and quotation directly with them.
How long does ADGM registration take?
ADGM's setting-up FAQs give an expected timeframe of approval within 10 business days; elsewhere ADGM says a flawless application can complete in a few days. Both are ADGM's own words — plan on ten. All of it assumes a complete application. ADGM requires no attestation of corporate documents, only certified copies certified within three months, so what actually drives an overseas timeline is documenting the ownership chain and opening the bank account, which is not an ADGM process.
Sources
The figures and rules on this page are taken from the primary authorities below and were last checked on 4 August 2026. Fees and regulations change — always confirm against the source before acting.
- Abu Dhabi Global Market (ADGM) — ADGM's own description of its authorities, legal framework and district
- ADGM — Our Jurisdiction — ADGM's geographic extent across Al Maryah and Al Reem Islands, and its status as an independent common-law jurisdiction
- ADGM Registration Authority (RA) — The RA's remit: registration, incorporation, commercial licensing, data protection and employment
- ADGM Registration Authority — Overview of Fees (version dated January 2025) — Every published RA fee: registration, licensing, renewal, incentivised structures and post-incorporation filings
- ADGM — Special Purpose Vehicles (SPVs) — What an ADGM SPV is, the nexus and CSP requirements, and the published registration fees
- ADGM Registration Authority — Guidance Note for Special Purpose Vehicles — The Nexus Requirement in full, the SPV controlled activities and the Registrar's discretion
- ADGM Courts — The English Common Law System — The Application of English Law Regulations 2015 and the direct application of English common law
- ADGM Financial Services Regulatory Authority (FSRA) — Financial services regulation in ADGM under the Financial Services and Markets Regulations (FSMR)
- UAE Ministry of Finance — Corporate Tax — UAE Corporate Tax law, rates and Qualifying Free Zone Person rules
Every source on this site is listed, with the rules we follow when two of them disagree, on the sources & methodology page.
MWritten byMirza Seraj Baig · Founder, HenryClub Advisory
Reviewed byJashvantkumar PrajapatiCSP-licensed corporate advisor
Last updated
Tell us what you are trying to do
Describe the structure, the activity and where the owners and assets sit. We will tell you which ADGM structure fits — or that another jurisdiction fits better — and introduce you to a licensed provider if it makes sense.