The SPV in the Abu Dhabi Global Market ("ADGM") are regulated by the ADGM Registration Authority (the “RA”), the ADGM Companies Regulations 2015 and The ADGM Commercial Licensing Regulations 2015. They are structured as Private Company Limited by Shares.
Its Governing Law and Jurisdiction follow the common law.
Regulatory Requirements for SPV in the ADGM
1. Director(s) – at least one (1), can be a foreign national;
2. No obligation or requirement to appoint a Company Secretary for an SPV in the ADGM;
3. Accountants – The function can be outsourced; and
4. No obligation or requirement to appoint Auditors for an SPV in the ADGM.
Disclosure of Information to Public
On the ADGM website, the following information will be disclosed and available publicly:
1. Details of the director(s);
2. Details of the shareholder(s) (not of the ultimate beneficial owners (the “UBOs”)); and
3. Financial statements.
Required Documents
1. Memorandum & Articles of Association
2. Certified passport copy and utility bill copy of the shareholder(s), UBOs and director(s) of the SPV;
3. Document confirming the proposed registered office address;
4. Resolution of Board of Directors or Shareholders approving the incorporation, appointment of authorised signatories, directors, secretary (if any), adoption of articles of association and appointment of person who can sign the Memorandum & Articles of Association;
5. Certificate of Incorporation/Registration for each director and shareholder that is a body corporate (certified copy within last three (3) months).
6. One page business plan including structure, shareholders and purpose (the “Business Plan”);
7. Proof of payment of ADGM fee;
(the “Documents”)
Approval Process and Timeline for Incorporation
1. Pre-Approval – Submission of the Business Plan.
2. Application – Provide Documents to the RA via online portal.
After that, it is required to wait three (3) to five (5) working days for the SPV to be registered with the RA.
Minimum Share Capital and Fees
Discretion to set the minimum share capital is left on the SPV's shareholders.
The following initial fees apply to SPVs in the ADGM:
1. Name Reservation – USD 200
2. Incorporation Application – USD 400
3. Commercial License – USD 1,000
The annual return fee for SPVs in the ADGM is USD 100.
Accounting and Balance Sheet Requirements
It should follow International Accounting Standards and International Financial Reporting Standards. It is required to file accounts and financial statements with the RA.
There is no specific requirement to open a bank account in Abu Dhabi.
