Free zone · Holding / SPV
Abu Dhabi Global Market company formation
Abu Dhabi's common-law jurisdiction — lean SPVs and strong Foundations.
At a glance
- Year-1 authority fee (from)
- AED 38,000≈ $10,354
- Residence visas
- Not on an SPV/Foundation — only via an ADGM operating entity
Estimate. Government fees pass through at cost on your real proposal.
Calculate your all-in cost →Key facts
- Location
- Abu Dhabi — Al Maryah Island
- Legal system
- English common law applied directly · own ADGM Courts · regulator FSRA
- Core products
- SPV (Exempt / Non-exempt / Restricted Scope), Foundation, operating entity
- Foreign ownership
- 100% · no minimum capital · single shareholder + director allowed
- Office
- SPV/Foundation use a registered address via a corporate service provider
- Residence visas
- None on SPV/Foundation (passive) — only via an operating entity
- Government cost
- SPV ≈ USD 1,900 setup + USD 1,000/yr; Foundation ≈ USD 1,000 + USD 200/yr
- Setup time
- SPV: days · Foundation: ≈3–4 weeks
ADGM (Abu Dhabi Global Market) is Abu Dhabi's common-law financial centre and the close cousin of DIFC. It applies English common law directly — statute and case law — through its own independent courts, with the FSRA as regulator. For holding assets and planning succession, it offers the same legal certainty as DIFC, usually at a lower cost for pure structuring.
Like DIFC, an ADGM SPV or Foundation is passive: no employees, no residence visas. Visas come only from an ADGM operating company. The honest framing is the same — these are apex holding vehicles that sit on top of an operating company, not standalone 'UAE companies'.
ADGM has become the default for lean SPVs and for digital-asset businesses, and its Foundations are well regarded for family wealth. The choice between ADGM and DIFC usually comes down to cost, banking relationships, and the specific structure — we weigh both for your situation rather than defaulting to the familiar one.
What ADGM actually is
ADGM sits on Al Maryah Island in Abu Dhabi and is unusual in that it applies English common law directly, rather than a locally codified version. International counsel find that familiar, which is part of its appeal. It also runs its own digital-asset framework through the FSRA, making it a recognised home for crypto and tokenisation businesses.
For pure holding and structuring, ADGM has quietly become the workhorse — often cheaper than DIFC for an SPV, with a Restricted Scope Company option that reduces public-register disclosure for eligible clients.
SPV subtypes + Foundations
- SPV (Exempt / Non-exempt): passive holding and ring-fencing. Single shareholder and single director allowed; fractional shares permitted.
- Restricted Scope Company (RSC): an SPV variant with reduced public disclosure — extra privacy, but only for eligible client categories.
- Foundation: an orphan entity for wealth, succession, and asset protection. A 2024 ministerial decision lets ADGM Foundations hold SPVs without triggering UAE corporate tax.
- Nexus rule: every ADGM SPV must show an appropriate connection to ADGM, the UAE, or the GCC. A non-exempt SPV must also appoint a licensed corporate service provider and have at least one UAE-resident authorised signatory.
ADGM vs DIFC — when to pick which
- Cost: ADGM is generally cheaper than DIFC for a pure SPV or Foundation.
- Law: ADGM applies English common law directly (familiar to international lawyers); DIFC uses its own codified common law. Both have respected independent courts.
- Reputation + banking: DIFC carries the older blue-chip name and deepest private-banking links, so it's often chosen for the primary family-wealth vehicle.
- Privacy: ADGM's Restricted Scope Company offers reduced public disclosure — an edge for confidentiality-sensitive clients.
- Common pattern: a DIFC Foundation at the top with ADGM SPVs underneath holding individual assets.
Best for
- Lean, cost-efficient SPVs holding equity, IP, or property
- Family wealth + succession planning via an ADGM Foundation
- Digital-asset / crypto businesses wanting an FSRA-regulated home
- SPVs sitting on top of an operating company
Not ideal for
- Running a normal operating business (use a free zone)
- Founders who need a residence visa from this entity (SPV/Foundation issue none)
- A purely random offshore holding with no UAE/GCC link (the nexus rule applies)
What to watch out for
SPVs and Foundations issue no visas
Same as DIFC — these are passive vehicles. Residence visas come only from an ADGM operating company (where quota scales with office space) or a separate free-zone/mainland company.
The nexus + CSP requirements are real
Every ADGM SPV must show a genuine connection to ADGM, the UAE, or the GCC. A non-exempt SPV must use a licensed corporate service provider and have a UAE-resident authorised signatory — it isn't a fully remote, anonymous offshore vehicle.
Advisor quotes vary wildly
Government fees for a pure SPV are modest (≈ USD 1,900 + USD 1,000/year). Quotes you'll see ranging into AED 75,000–150,000 bundle office and professional services you usually don't need for a pure SPV. Match the quote to the actual structure.
Abu Dhabi Global Market — FAQ
Does an ADGM SPV or Foundation give me a UAE residence visa?
No. ADGM SPVs and Foundations are passive holding vehicles with no employees, so they issue no visas. Residence visas come only from an ADGM operating company or a separate free-zone/mainland company. We commonly pair an ADGM SPV with a free-zone operating company.
ADGM or DIFC — which should I choose?
The legal frameworks are close (both common law, both with independent courts), but ADGM applies English law directly and is usually cheaper for a pure SPV. DIFC carries the older blue-chip reputation and the deepest private-banking links. A common pattern is a DIFC Foundation at the top with ADGM SPVs underneath.
What is the ADGM nexus requirement?
Every ADGM SPV must demonstrate an appropriate connection to ADGM, the UAE, or the GCC — for example, holding a GCC asset or being part of a structure with a UAE link. A purely random offshore holding with no regional connection can be questioned.
Is ADGM only for finance companies?
No. While ADGM is a financial centre, its SPVs and Foundations are widely used by entrepreneurs and families to hold assets and plan succession — not just by regulated financial firms. It's also a recognised home for digital-asset businesses.
How much does an ADGM SPV cost?
Government fees for an SPV are roughly USD 1,900 to set up plus USD 1,000/year, with a corporate service provider on top. A pure SPV realistically lands around AED 12,000–25,000 all-in. Foundations are cheaper on government fees (≈ USD 1,000 + USD 200/year).
Is Abu Dhabi Global Market right for you?
Run the 5-min diagnostic and we’ll confirm the fit + email the realistic all-in cost in one business day. Not sure between jurisdictions? That’s exactly what the call is for.