Vikas Dhingra
Chief Financial Officer · Tax & Structuring
ADGM Holding Company
(SPV) Setup
Incorporate an ADGM Special Purpose Vehicle to hold shares, real estate, IP and investments — a passive, ring-fenced holding structure in a common-law jurisdiction, set up through a licensed Company Service Provider.
- ADGM SPV
- Passive Holding
- Asset Ring-Fencing
- English Common Law
- Licensed CSP
ADGM Special Purpose Vehicles for Holding Structures
An ADGM holding company is a Special Purpose Vehicle (SPV) — a passive entity used to hold assets and investments and ring-fence financial and legal risk. It cannot trade or employ staff, must show a nexus to ADGM, the UAE or the GCC, and — since July 2021 — must be incorporated through an ADGM-licensed Company Service Provider. Avyanco is that provider.
Abu Dhabi Global Market (ADGM) is Abu Dhabi's international financial centre, operating under a direct application of English common law. Its Special Purpose Vehicle (SPV) is a passive holding company used to isolate financial and legal risk by ring-fencing specific assets and liabilities — commonly used to hold shares in operating companies, real estate, intellectual property, and other investments, and to build group holding, joint-venture and succession structures. An ADGM SPV is passive by design: it cannot carry on operational business or hire staff. All ADGM SPVs must demonstrate an appropriate connection, or 'nexus', to ADGM, the UAE and/or the GCC region, and maintain a registered address within ADGM.
Since 12 July 2021, every new application to incorporate a non-exempt SPV in ADGM must be submitted by an ADGM-licensed Company Service Provider (CSP). Avyanco acts as that CSP — advising on whether an SPV is the right structure, designing the shareholding and holding chain, providing the registered office, submitting the incorporation through ADGM's digital registry, and handling ongoing corporate-secretarial and reporting requirements. As an ADGM entity, the SPV sits within the UAE Corporate Tax framework; the tax treatment of a specific holding structure is fact-dependent and handled as dedicated tax advice alongside the setup, never assumed.
How to Set Up an ADGM SPV
Six steps from confirming the structure through incorporation and ongoing maintenance.
- 01
Confirm the Structure & Nexus
Confirm that an SPV is the right vehicle for the holding objective and that the required nexus to ADGM, the UAE or the GCC is met.
- 02
Appoint a Licensed CSP
A non-exempt ADGM SPV must be incorporated through an ADGM-licensed Company Service Provider — Avyanco acts in this role and submits the application.
- 03
Design the Holding Chain
Set the shareholding, directors and the assets the SPV will hold, and the ownership chain above and below it.
- 04
Registered Office in ADGM
Establish the SPV's required registered address within ADGM.
- 05
Submit the Incorporation
Avyanco files the incorporation through ADGM's digital registry with the entity, shareholder and beneficial-ownership information.
- 06
Ongoing Corporate Secretarial
Maintain the SPV — registered office, records, filings and reporting — and coordinate UBO, AML and tax obligations as required.
What an ADGM SPV Is Used For
A flexible, passive holding vehicle — used to structure ownership and ring-fence risk.
Holding shares in one or more operating companies (group holding structures)
Holding real estate, intellectual property and other investments
Ring-fencing assets and liabilities to isolate financial and legal risk
Joint-venture and co-investment structures with clean ownership lines
Family and succession holding structures
English common-law jurisdiction with 100% foreign ownership
Fully digital ADGM registry process with transparent, published pricing
Passive by design — not for operational trading or employing staff
The Avyanco Advantage
What distinguishes Avyanco's ADGM SPV practice.
Right Structure First
Advice on whether an SPV — or a foundation, free-zone or offshore vehicle — actually fits the holding objective before anything is incorporated.
Licensed CSP
Avyanco is positioned to submit ADGM SPV incorporations as a Company Service Provider — the route mandated for non-exempt SPVs.
Holding-Chain Design
Clean ownership lines above and below the SPV, built to survive bank onboarding and future transactions.
Corporate Secretarial
Registered office, statutory records, filings and reporting maintained on an ongoing basis.
Tax Handled Separately
UAE Corporate Tax position on the structure assessed as dedicated advice — never assumed or overstated.
One Group View
SPV coordinated with the wider group — operating companies, offshore vehicles, UBO and AML — on one relationship.
Why Groups Choose Avyanco for ADGM SPVs
Three things that come up in every holding-structure engagement.
Structure-First Advice
The SPV is only recommended where it genuinely fits — not sold as a default to every holding need.
Licensed-CSP Route
Incorporation submitted through the CSP channel ADGM requires for non-exempt SPVs — no informal workarounds.
Whole-Group View
The holding vehicle is designed as part of the wider group and its tax, UBO and AML obligations — not in isolation.
What Clients Say
Recent feedback from groups Avyanco structures UAE holding entities for.
In so far as the emigration process can ever be made easy, Avyanco achieves exactly this.
Read more — Sheru George's review on GoogleS
Sheru George12 May 2026
We are very satisfied with Avyanco's support for Nanasu Realty — especially across AML compliance, accounting, and company setup.
Read more — Purushottam Mukkundi's review on GoogleP
Purushottam Mukkundi6 May 2026
I've used the services of Avyanco twice over the past 3 years for visa processing, and they have never failed to impress me.
Read more — Dominic Pinto's review on GoogleD
Dominic Pinto11 May 2026
I had an excellent experience with Avyanco Business Setup Consultancy for both my company formation and family dependent visa process in the UAE.
Read more — Eder Schaphauser Ziomek's review on GoogleE
Eder Schaphauser Ziomek29 April 2026
We had an excellent experience working with this company for our ADGM company setup in Abu Dhabi.
Read more — Nikhil Nadanga's review on GoogleN
Nikhil Nadanga25 May 2026
I have been dealing with Akshta for more than a year now and she has been very professional.
Read more — Sherif Ayub's review on GoogleS
Sherif Ayub24 May 2026
ADGM Holding Company (SPV) — Frequently Asked Questions
Common questions about ADGM Special Purpose Vehicles.
What is an ADGM SPV?
A Special Purpose Vehicle (SPV) in ADGM is a passive holding company established to hold assets — such as shares, real estate or intellectual property — and to isolate financial and legal risk by ring-fencing those assets and liabilities. It is a common structure for group holding, joint-venture and succession purposes in Abu Dhabi Global Market's common-law environment.
Can an ADGM SPV trade or hire staff?
No. An ADGM SPV is passive by design — it is used to hold assets and investments, not to conduct operational business or employ staff. Trading activity belongs in an operating company, which the SPV can hold.
Do I need a Company Service Provider to set up an ADGM SPV?
Yes, for a non-exempt SPV. Since 12 July 2021, every new application to incorporate a non-exempt SPV (or foundation) in ADGM must be submitted by an ADGM-licensed Company Service Provider (CSP). Avyanco acts in this role.
What is the ADGM nexus requirement?
All ADGM SPVs must demonstrate an appropriate connection, or 'nexus', to ADGM, the UAE and/or the GCC region. Avyanco confirms the nexus is met as part of assessing whether an SPV is the right structure.
Is an ADGM holding company tax-free?
No — that would be inaccurate. ADGM entities are within the scope of the UAE Corporate Tax regime. The actual tax treatment of a specific holding structure depends on its facts and is assessed as dedicated tax advice alongside the setup. Avyanco does not assert a tax outcome without reviewing the structure.
What can an ADGM SPV hold?
An ADGM SPV can hold assets such as shares in operating companies, real estate, intellectual property and other investments. It is commonly used as the holding layer in a group, a joint-venture vehicle, or a family/succession holding structure.
Sources & official references
Abu Dhabi Global Market (ADGM) · Federal Tax Authority (FTA) · UAE Ministry of Economy
Verification & independence
Content prepared from publicly available Abu Dhabi Global Market (ADGM) Special Purpose Vehicles guidance (adgm.com), including the ADGM SPV business-area pages, the SPV Guidance Note and the Company Service Provider / non-exempt SPV guidance, as of July 2026. Avyanco is independent of ADGM and is not a UAE government authority.
ADGM SPV requirements — including the nexus test, the Company Service Provider requirement, physical-presence rules, fees and reporting obligations — and the UAE Corporate Tax treatment of holding structures can change and are fact-specific. Always confirm the current requirements directly with ADGM and take qualified legal and tax advice before incorporating.
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