Incorporation • ADGM

ADGM Special Purpose Vehicle (SPV)

Customers have incorporated more than 2,000 ADGM SPVs using Clara.

Why an
ADGM SPV?

Setting up an ADGM SPV as your holding company is an attractive option for businesses and their investors. Companies benefit from the low cost, speed, and simplicity that ADGM’s fully digitized incorporation process achieves, while investors are attracted by the investment flexibility and legal protections that ADGM’s regulatory environment provides.

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Journey

Process of forming an ADGM SPV

01

/11

Provide information

Start by adding some basic details on the company, shareholders and directors.

02

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Specify the company name

  • Does your proposed company name have a special meaning? You should specify it if it’s not a commonly known English word, or if it’s a shortened word, an abbreviation or an acronym. 
  • Providing an Arabic translation is optional.
  • If the company is affiliated with another company of the same name, you will need to add their commercial license.

03

/11

Add details on assets & revenue

We need a bit more details if the company will have shares in any incorporated companies or in any companies not yet formed

04

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Nominate ADGM authorized signatory

Appoint eligible stakeholder as ADGM authorized signatory. If there is no eligible stakeholder, you can either use Clara’s Nominee service or add a third party who is not a director or shareholder but they must be UAE Resident or a GCC National.

05

/11

Provide banking and accounting details

In order to form your company, you will need an ADGM-based bank account and also need to provide details of where your accounting records are kept.

06

/11

Nominate data protection contact

Appoint one of the stakeholders as your data protection contact.

07

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Use the model of AOA or Upload amended AOA

The model Articles of Association contain the basic requirements. If you want to add additional share classes or include details from a Shareholder’s Agreement, then you will need to supply us with your amended AOA and confirm that they comply with the regulations.

08

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Decide share capital

Select your own number of authorized shares, or use Clara’s recommended approach. The authorized share capital for a ADGM company is the maximum amount of share capital that the company is authorized by its shareholders to issue to shareholders. 

09

/11

Pay & Submit

Once all your formation tasks are completed, you can pay and submit your formation to Clara. 

10

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Review and Sign

Once submitted, Clara will review and create the incorporation pack for signing within 2-3 business days.

11

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Track progress

After signing the documents, Clara will file the incorporation, completing within 7 to 10 business days. Progress can be tracked on the dashboard. 

From SPVs to Tech Startup licenses and foundations, Clara’s got you covered in ADGM.

Benefits

Learn more about the benefits of ADGM SPVs

Before you get started with incorporating your ADGM SPV on the Clara platform, learn more about the benefits of an ADGM SPV.

Ease of incorporation and administration

The incorporation application, renewal filings and ongoing administration of an ADGM SPV is entirely digital and documents can be signed online. There are minimal annual obligations and no need to hold an annual shareholder meeting.

Flexible ownership structures

There is no minimum share capital and no maximum number of shares or shareholders for an ADGM SPV. There are no restrictions on the nationality of share ownership. An SPV’s Articles of Association can be amended to include multiple classes of shares (voting, non-voting, preferred) allowing for shares with different voting, dividend and distribution rights.

Cost savings

An ADGM SPV does not need to rent physical office space and shareholder documents do not need to be attested and legalized. There is no requirement for any parties to be physically present in the UAE.

Attractiveness for investment

ADGM SPVs can issue convertibles such as SAFEs and convertible notes and ADGM recognizes and enforces important investor and governance rights. This makes an ADGM SPV a strong launchpad for accessing capital from investors who can invest with confidence knowing that their investment is legally protected.

Clara bundles

Save up to $795 when you bundle
your formation with our platform subscription

Make the most of Clara by integrating the formation and management of your
company with our wider company OS. 

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Resources & Insights

Stories, updates and resources

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From company formation to maintaining the cap-table, by using Clara founders can digitally form their companies in a range of jurisdictions, create and manage their cap-tables and generate legal documents. Clara is quickly becoming an integral part of the startup software stack.

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Clara is a must-have for founders. Not only does it provide all the legal tools you need in a single platform, using Clara also signals to investors that you are a serious startup.

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Binance uses Clara to incorporate and manage ADGM entities. The team at Clara are extremely efficient and go the extra mile to ensure we always have a smooth experience and meet our deadlines. Top-notch service!

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Trusted by more than 10,000 equity owners.

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Our customers operate from more than 45 different countries.

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Savings on fees

Our customers on average save more than 80% on their annual legal and admin fees.

FAQs

Frequently asked questions

We have put together some commonly asked questions 

What can you use an ADGM SPV for?

An ADGM Special Purpose Vehicle (SPV) is a passive holding company that is commonly used to hold shares or assets such as real estate and intellectual property. An SPV cannot be used for active commercial activities.  

What information do I need to set up an ADGM SPV?

You will need to tell us the purpose of the SPV, its proposed name, who will be the shareholder(s), director(s) and authorised signatory and provide their identification information and documents. For a full list so you can start preparing now, click here

Will I need to pay tax on my ADGM SPV?

The UAE has only recently established a corporate tax law. At the moment, taxes are payable at the operating company level on corporate profits however we recommend seeking professional advice regarding your ADGM SPV. 

How long does it take to set up an ADGM SPV? 

Incorporation of your ADGM SPV can take approximately 7-10 business days from submission to ADGM. Timing depends on the complexity and number of shareholders. In order to speed up the process, be ready with all the required KYC needed for each shareholder. Corporate shareholders often take more time due to the requirement to get recently dated corporate documents and information on the ultimate beneficial owners (UBOs). 

Can I change the purpose of my ADGM SPV after incorporation?

SPVs are not restricted by the purpose defined at the time of incorporation. It is required for the SPV to fulfil its purpose within 6 months of incorporation and submit proof of the same however should the SPV be re-purposed, as long as the ADGM SPV still satisfies the nexus and Economic Substance requirements, it will be deemed compliant by ADGM Registration Authority.  

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