company formation in uae

Set Up ADGM SPVs | Special Purpose Vehicles

What are ADGM SPVs?

ADGM SPVs are corporate vehicles established to protect the assets and liabilities of parent company and to eliminate the financial and legal risk. SPVs have a separate legal status.  The creditors of the SPV can not claim or attach the assets of the parent company or the shareholders of SPVs.  ADGM offers a robust platform to setup SPVs with a specific or limited corporate objectives.

Modelled on common laws, ADGM SPVs are created and regulated under Companies regulations.  ADGM SPVs will be provided with a commercial license. ADGM SPVs are eligible to apply for Tax Residency certificates, if the criteria laid out by the UAE Ministry of Finance are met.

Why Setup ADGM SPVs?

  • Common law jurisdiction with robust regulatory framework
  • Independent ADGM Courts
  • Can make use of UAE Tax Treaty network
  • No restrictions on number of shareholders
  • SPVs can be formed without office space in ADGM – by appointing registered agents
  • Cost-effective
  • Fast turnaround time

Types of SPVs

  • Private Company (limited by Shares), used as passive holding company
  • Restricted Scope Company (RSC): RSCs provide limited public disclosure but full disclosures to the ADGM Registration Authority (RA).  RSC can be used as a Single Family Office

Use Cases of ADGM SPVs

  1. Securitisation: to secure the loans extended by the lenders by creating asset backed securities. Holders of the securities will have the first rights over the assets purchased through the proceeds of the loan.  Other assets of the originator are not exposed to recourse.
  2. Real Estate Investment: to acquire title to real property.
  3. Financing: to raise funds without increasing the debt levels of Parent company.
  4. Asset Transfer: to transfer assets and the associated agreements
  5. Risk Sharing: to form project companies for joint ventures, shielding JV partners from risks associated with the JV
  6. Raise Capital: to raise capital at favourable rates, by enhanced credit worthiness of the SPV backed by the assets (in cases where Parents credit rating is comparatively poor)
  7. Intellectual Property: To separate valuable IP in a standalone SPV which can help raise funds and enter into license agreements with third parties

SPV fees payable to ADGM

One time Setup fees:  USD 1600
Annual renewal fees:  USD 1200

How KPI can help?

KPI will be pleased to help you in setting up your ADGM SPV.  From assessing your requirements  right up to getting your commercial license we will be there for you, we will be there with you during the entire process. Our services will include

  • Assistance in completion of all  application forms
  • Prepare Business Plan as per template
  • Name approval process
  • Preparation and adoption of Articles of Association
  • Provision Registered office

Why KPI as your trusted advisor?

  • Personalised service – We treat each application as our own
  • the experience – having helped establish several SPVs at the very beginning of SPV regime at ADGM
  • We have been at the ADGM since inception – the 1st entity to register at the centre
  • Backed by well qualified, experienced professionals – CFA Charter holders, experienced risk and compliance, and banking professionals



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