ADGM SPV - ADGM Special Purpose Vehicles - MHQ Dubai

Some of the Tools

Abu Dhabi Global Market Special Purpose Vehicles – ADGM SPVs – are high credibility/versatility, Common law-denominated, yet light and dematerialized corporate vehicles, set up to achieve a precisely defined objective, typically to ring-fence and isolate assets and liabilities from financial and legal risk.

Available domestically since 2016, ADGM SPVs have become the go-to option for regional investments, structuring/re-structuring. Compatible with sophisticated ownership structures – e.g. trusts/foundations – they are more versatile and credible than other domestic IBC regimes – e.g. JAFZA IBCs, RAK ICCs – and an efficient high-credibility alternative to traditional Common-law jurisdictions.

A foreign IBC can migrate from abroad into ADGM and become an ADGM SPV. An ADGM SPV can also “morph” into a substantiated holding company, thereby availing the benefit from the country’s broad double tax treaty network.

ADGM SPVs are so-called “exempt” structures. They do not fall under the direct supervision of the Financial Services Regulator.

ADGM Special Purpose Vehicles

ADGM SPVs in practice

Primarily used for:

  • Holding
  • Regional Head Quarters
  • Capital raising
  • Single family offices
  • Proprietary investment
  • Securitization

Case study

By combining an ADGM SPV with an existing LLC, the shareholding is “lifted” from UAE mainland to ADGM – thus from a civil law to a common law framework.

The mandatory ultimate local ownership of 51% into the underlying LLC is maintained, in compliance with federal law.

What improves?

  • split between operational vehicle and holding structure
  • shareholders’ relationship fenced within a common law framework
  • increased investor protection
  • access to a sophisticated regulatory regime and corporate tools (i.e. possibility to introduce classes of shares, pledge of shares)
  • less red tape: local notary public not involved for shares transfers (occurring at ADGM SPV level)
  • faster implementation of decisions (single jurisdiction)
  • important savings (no legalization/super-legalisation of documents unlike where a foreign holding cois used)

Recent Work

  • Advised on and assisted with the re-structuring of multiple start-ups and high-growth companies ahead of regional expansion and/or financing rounds – use of ADGM jurisdiction (SPV) for enhanced value and appeal to institutional investors
  • Advised on and assisted with the re-structuring of multiple start-ups and high-growth companies ahead of regional expansion – segregation of Intellectual property into ADGM SPV
  • Advised on and assisted with the structuring of a digital media project (including IP) ahead of financing rounds – use of ADGM jurisdiction for enhanced control and security