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Setting Up Of Special Purpose
Vehicles In ADGM

What are ADGM SPVs (Special Purpose Vehicles)

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

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  • SPVs can hold assets anywhere in the world, however, an appropriate nexus to ADGM, the UAE or the GCC region needs to be demonstrated.
  • The Registration Authority reserves the right to grant license to SPVs on a case-by-case basis. At least one authorized signatory must be a UAE resident holding valid UAE Visa (such individual could be a director or a shareholder).
  • SPVs cannot conduct business activities or employ staff and accordingly no UAE Residence Visa will be granted.

How SPVs Help? The Benefits

  • Common law jurisdiction
  • No physical registered address requirement
  • Minimum one shareholder/ director
  • Corporate shareholder / director permitted
  • Company secretary not required
  • Restricted Scope Company available
  • Low registration and operating cost
  • Tax efficient / No corporate tax
  • Can obtain tax residency certificates to avail DTAA benefits
  • Migration and continuance permitted • No attestation required for corporate documents
  • No requirement to file audited financial accounts
  • No minimum or maximum share capital • No restriction on maximum number of shareholders
  • Simple ongoing reporting requirements
  • Multiple class of shares with varying rights allowed (including fractional shares)
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Documents required for setting up a SPV

For individual applicants (shareholders/ directors / authorized signatory)

  • Business plan
  • Brief CV of shareholders
  • Copy of a valid Passport
  • Copy of UAE Visa page and Emirates ID Card
  • Proof of residence address – not more than three-months old (Utility bill, bank statement with nameand address)

For corporate applicants (shareholders and directors)

  • Business plan
  • Certified Certificate of Incorporation
  • Certified Certificate of Good Standing
  • Certified Memorandum and Articles of Association
  • Original resolution approving the incorporation of SPV
  • Original Certificate of Incumbency
  • Passport copies of Ultimate Beneficial owners
  • Audited financial statements/ Management accounts

Use Cases of ADGM SPVs

How Can We Help?

  • Provision of nominee shareholders
  • Customization of Articles of Association
  • Provision of accounting
  • Preparation of financial statements
  • Company Secretarial services
  • ESR filings
  • Other administration services

Why KPI as your Trusted Advisor?

  • KPI is licensed by ADGM to provide CSP services and assist in incorporating SPVs. Upon incorporation, KPI acts as the CSP/ registered agent and ensures the SPV remains in good standing.
  • 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.
  • Experienced professionals - CFA Charter holders, experienced risk and compliance, and banking professionals

Frequently Asked Questions

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With over 30 years of hard work and commitment to making a real difference, KPI has grown to serve customers from a variety of business sectors and industries across Middle East.

KPI | Suite 301 & 308, Building – 2, Bay Square, P.O. Box 121395, Business Bay, Dubai, UAE.

+971 4 455 10 10
[email protected]