MS Corporate Services

The Abu Dhabi Global Market (ADGM) has changed an important rule for investors considering a Special Purpose Vehicle (SPV). In September 2026, it removed the GCC nexus requirement for SPVs. Here are five points investors should understand before starting the process. 1. A GCC Connection Is No Longer Required Previously, applicants had to show a genuine connection to the UAE or GCC region. With the nexus requirement removed, investors can consider an ADGM SPV without demonstrating that previous regional link. 2. Understand the Purpose of an SPV An ADGM SPV is generally a passive entity used to hold assets, shares, or investments. It is not intended for ordinary trading activities or employing staff. Before applying, identify what the SPV will own and why a separate entity is needed. 3. Check the Incorporation Requirements Removing the nexus requirement does not guarantee approval or remove other rules. Depending on the entity, a licensed Company Service Provider, an eligible authorised...

The Dubai International Financial Centre (DIFC) offers different legal structures for investors, families, and business owners. Three common options are the DIFC Foundation, DIFC Special Purpose Vehicle (SPV), and DIFC Holding Company. Understanding their differences can help you make a better decision before incorporation. 1. DIFC Foundation: Planning for the Future A DIFC Foundation can hold assets and provide a framework for long-term wealth planning and succession. It has no shareholders and is governed through a council. It may be suitable for families who want to set clear rules for how assets are held and how benefits are provided to future generations. The DIFC Foundation setup and its benefits are worth reviewing if succession planning is one of your main objectives. 2. DIFC SPV: Holding a Specific Asset A DIFC SPV is generally used to hold a particular asset, investment, or shareholding. It is normally passive rather than an operating business. For instance, an investor m...

A company does not always need to start from the beginning when its current jurisdiction no longer fits its long-term plans. RAK ICC provides a transfer of domicile, also known as continuation or redomiciliation, for eligible companies from other jurisdictions. This allows a company to move its legal domicile while maintaining its legal identity, subject to the applicable requirements. Why Would a Company Consider Redomiciliation? A business may have been incorporated in one jurisdiction when its needs were different. Over time, the company may need a different legal framework, ownership structure or jurisdictional environment. Redomiciliation can be considered when maintaining the existing company is more suitable than creating an entirely new entity. RAK ICC states that companies may preserve their existing legal status and operational and banking history when completing a qualifying transfer of domicile. What Needs to Be Reviewed? Redomiciliation is not simply a change of registere...

Family offices often manage different types of assets at the same time. These can include company shares, real estate, investment funds, private investments and interests in operating businesses. Keeping every asset within one entity may not always be the most suitable structure. An ADGM SPV can be used to separate particular assets or investments within a wider family ownership structure. One Family, Several Investment Vehicles A family office may have a long-term investment portfolio with different risk profiles. For example, property investments may be treated differently from private equity investments or stakes in operating companies. Separate SPVs can allow specific assets or investment arrangements to sit within distinct legal entities. This can make ownership and governance easier to identify at the entity level. The SPV Is Not the Family Office It is important to distinguish an SPV from a family office structure. An SPV is generally a passive holding vehicle. It is not designe...

ADGM SPV vs DIFC Prescribed Company is often treated as a simple jurisdiction comparison. In practice, the more useful question is what the entity is intended to do and how it will fit into the wider ownership structure. Both structures can be relevant to holding arrangements, but their regulatory frameworks and eligibility conditions are not identical. Start With the Intended Use An ADGM SPV is a passive holding company designed to isolate certain assets and liabilities. It is not intended to conduct operational business or employ staff. Therefore, an operating company that needs employees, trading activities and day-to-day commercial operations may require a different structure. Look at the Ownership Structure The proposed ownership is another important consideration. For an ADGM SPV , the UAE or GCC connection can be demonstrated through factors such as ownership, regional assets or transactions connected with the region. This means the ownership structure should be reviewed alongs...

An ADGM SPV may be created to hold an asset or sit within a larger corporate structure. Because it may have no employees or trading activity, it can look like a simple entity to maintain. It still has ongoing responsibilities. The work does not stop when the incorporation documents are issued. Keeping the SPV in Good Standing An SPV can run into compliance issues when ownership records are not updated, filing deadlines are missed or changes in the wider group are not reflected in the entity's records. This is why ongoing administration matters. The ADGM SPV setup process is only one part of maintaining the structure. What Needs to Be Monitored? Registered Office and Agent An ADGM SPV needs a registered office and appropriate agent arrangements. Statutory records also need to be maintained. Beneficial Ownership Beneficial ownership information should match the actual ownership structure. A transfer of shares, change in a parent company or change involving another ownership arrangem...