Common Law for Private Capital

An entity incorporated in Abu Dhabi Global Market — an English common law jurisdiction inside the UAE, with its own courts, its own registry and its own financial services regulator — and a structure that investors, funds and counterparties abroad already recognise.

Abu Dhabi Global Market
Common lawEnglish common law, its own courts and registry
FSRARegulated activity licensed by the financial regulator
Two tracksRegistration, or registration plus a permission
Fit

Who This is for

Al Maryah Island, Abu Dhabi
Common law, inside the UAE
You are placing an SPV beneath an existing fund, or holding shares across several countries.

Investors and administrators are familiar with common law vehicles, and a holding entity in a jurisdiction with recognised courts is easier to explain to a bank, a counterparty and an acquirer.

Your activity is regulated.

Asset management, advisory, arranging, custody, payments and crypto-asset activity require an FSRA permission — and the permission, not the company, is the real project.

You are structuring for an eventual sale or investment round.

Share classes, shareholder agreements, options and warrants behave the way a common law investor expects — and a vehicle with no decisions and no records in the UAE will not carry the treatment claimed for it.

Two projects

Regulated and Non-regulated

Holding and SPV structures
01

Non-regulated entities

Holding companies, SPVs, corporate offices, and professional and technology businesses not carrying on financial services — registered with the ADGM Registration Authority. The work is corporate: structure, documents, filings, beneficial ownership, banking.

FSRA regulated firms
02

Regulated entities

Where the activity falls within FSRA’s remit — a financial services permission is required in addition to incorporation. The application is assessed on the business model, the people, the capital and the controls.

If you are not certain which side your activity falls on, that is the first question we answer, because it changes the entire plan.

Substance

What the Jurisdiction Does Not Do for You

ADGM confers a framework. It does not confer substance, and substance is what tax authorities, banks and treaty partners actually test.

Premises and administration expectations differ sharply between a passive SPV and an operating or regulated firm. We confirm the requirement for your entity type before you commit, because the difference between a registered office and a leased office is a cost difference of a different order.

Directors who genuinely directDecision-making that actually happens in the UAE, by people with authority to decide.
Meetings that happen and are minutedHeld, recorded, and retrievable when a tax authority or bank asks.
Records keptRegisters, resolutions and accounts current — not reconstructed after the question arrives.
An address that is answeredA registered office someone actually attends to, not a plaque.
Scope

What’s Included

Structure design before incorporationWhat sits above, what sits beneath, who holds what — and whether the arrangement satisfies the fund, the regulator, the bank and the eventual buyer.
Entity selectionPrivate company limited by shares, SPV, restricted-scope company, branch, foundation or partnership.
Registry filings & drafted documentsFilings with the ADGM Registration Authority; articles, shareholder agreements and class rights drafted rather than templated.
Administration & complianceRegistered office, beneficial ownership, annual filings, accounting records, and the corporate tax and economic substance assessment.
Methodology

How it Works

01

Structure

What the entity is for, what sits above and below it, and whether the intended shareholding will be accepted by the registry, the fund and the bank. Non-resident and nominee-style arrangements are resolved here, before incorporation.

02

Entity type and name

Reserved once the structure is settled.

03

Documents

Constitutional documents and resolutions drafted. Corporate shareholders supply attested and legalised documents — the item that usually sets the schedule.

04

Incorporation filing

With the Registration Authority, including directors, shareholders and beneficial ownership.

05

Where regulated: the FSRA application

Business plan, financials, manuals, and the individual applications for controlled functions.

06

Establishment and handover

Registered office, administration, visas where needed — then the account application, corporate tax registration and the first-year reporting calendar.

ADGM IncorporationDubai · United Arab Emirates
Preparation

What We Need from You

Most of this is a scan and an email — none of it needs to be perfect before we talk, and we tell you exactly what is missing after the first review. The exception is source-of-wealth material: it takes the longest to assemble, every ADGM file is tested on it, and starting it early is the single best way to protect the timetable.

The people
Passports and proof of address for every shareholder, director and beneficial owner
Source-of-wealth and source-of-funds material for beneficial owners, and any fund documentation the vehicle will sit beneath
The structure
A structure chart of what exists today, including entities outside the UAE, and what the new entity will hold or do
Only if it applies
For corporate shareholders and parents: constitutional documents, registers and a board resolution, attested and legalised
For regulated applications: the business model, financial projections, and the CVs and regulatory histories of the people you intend to appoint
Engagement

Timeline and Cost

Non-regulated incorporation is document-led: where the shareholders are individuals it moves quickly, and where a foreign corporate parent must produce attested documents the attestation chain sets the timetable. Regulated applications run on the regulator’s schedule.

Fees are fixed and agreed in writing against a defined scope before we start, anchored to the work — the complexity of the structure, the number of entities, whether a regulatory permission is involved — never to the value of the assets held. Registry, regulator and third-party costs are shown separately, at cost.

We will tell you at assessment if we think the structure will not hold, or if the entity type you have been recommended is heavier than the purpose requires.

Company Cost Calculator
Complications

Where it Goes Wrong

The vehicle was incorporated before the shareholding was resolved

In a live matter, a non-resident shareholder arrangement beneath an existing fund was restructured before the SPV was incorporated. In that order it took a negotiation; afterwards it would have taken a new entity.

A regulated activity was mistaken for a non-regulated one

Businesses that arrange, advise, hold client money or deal in assets frequently believe they are outside the perimeter. Discovering otherwise after incorporation and banking is a serious problem, not an administrative one.

The structure was designed for the first investor and not the second

Share classes, transfer restrictions and consent rights that suit a founder and one backer routinely obstruct the next round — and amending them requires the consent of whoever the amendment disadvantages.

Substance was treated as a formality

Registration in a common law jurisdiction is not a tax outcome. Where the directors are abroad and no records exist, the position claimed for the entity is the one most exposed on review.

FAQ

Questions

What is the difference between ADGM and DIFC?

Both are common law financial centres inside the UAE with their own courts and regulators; ADGM is in Abu Dhabi and DIFC in Dubai. The practical differences lie in the legal source, the regulatory approach and the surrounding ecosystem — the comparison is set out on the DIFC page.

Can an ADGM company trade in the UAE mainland market?

Not directly as a matter of course — onshore trading is approached as for a free zone company, through a mainland entity or branch. Incorporation largely runs remotely under power of attorney.

Does an ADGM company get UAE residence visas?

Entities with an appropriate establishment arrangement can sponsor visas; a purely passive vehicle administered through a registered office generally is not the right instrument for a residency plan. We separate the two objectives at assessment.

How long does an FSRA permission take, and can you guarantee approval?

The timeline depends on the activity, the completeness of the application and how many rounds of questions follow — we will not give you a date the regulator has not given us. Nor can anyone guarantee approval. What is within our control is the quality of what it receives.

Is an ADGM SPV tax-free, and can I move an existing company in?

No entity is tax-free by virtue of where it is registered — registration and filing obligations apply, and treatment depends on the activity and income. An existing company can frequently be moved in by re-domiciliation, preserving legal identity, contracts and history.