The Abu Dhabi Global Market (“ADGM”) has introduced a significant amendment to its special purpose vehicle (“SPV”) regime by removing the nexus requirement as a prerequisite for registration.
An SPV is a passive corporate vehicle established for a specific purpose, typically to hold and ring-fence assets and investments rather than to carry on an active trading or operating business. In a wealth structuring context, SPVs are typically used to consolidate asset ownership, facilitate investment and financing arrangements, and segregate assets and liabilities within a broader wealth structure.
What Has Changed?
Previously, an applicant for an SPV was required to demonstrate an appropriate connection or ‘nexus’ to the ADGM, the UAE and/or the GCC Region.
This requirement has now been removed, significantly broadening access to the ADGM SPV regime. This change is particularly relevant to international investors and families seeking to establish an ADGM SPV as part of a global structuring strategy, including where they have no pre-existing UAE or GCC connection.
What Has Not Changed?
The removal of the nexus requirement does not affect the fundamental features and requirements of the ADGM SPV regime, including:
- Purpose and nature: An SPV remains a passive corporate vehicle principally used to hold and ring-fence assets and investments.
- Director requirement: Under Article 145 of the ADGM Companies Regulations 2020, an ADGM SPV must have at least one director who is a natural person.
- Authorised signatory: At least one authorised signatory must hold a UAE residence visa or be a GCC national.
- CSP requirement: Unless exempt, an SPV must appoint and retain an ADGM-licensed Company Service Provider to provide its registered office address and act as its primary point of contact with the ADGM Registration Authority.
Why it Matters
International investors and families can now establish an ADGM SPV without a UAE or GCC connection, expanding their options for holding global assets and structuring family wealth.
ADGM can therefore be considered for a wider range of cross-border ownership, succession and legacy planning strategies.
What We Say
Wider access creates more choice. Whether an ADGM SPV is the right structure depends on each client’s objectives, assets and circumstances.
We advise on the structuring, establishment and ongoing administration of the SPV, and, where required, providing an eligible authorised signatory.
Who we are
M/HQ is a multi-services platform catering to successful individuals and entrepreneurial families. Our one-stop-shop offering is unique in the Middle East: a holistic and cross-disciplinary combination of a market-leading corporate services firm, a private client specialist team and a regulatory & compliance services practice, all through one single platform.
We assist in establishing and service regulated financial institutions on one hand – and multi-/single- family offices, sophisticated investment structures, group-/family- holdings, foundations on the other hand.
Headquartered in the UAE, and counting 160+ staff, we are an entrepreneurial group for entrepreneurial clients.
