ADGM Foundation & SPV Structuring Guide
Understand ADGM Special Purpose Vehicles and Private Foundations, including current Registration Authority fees, CSP and registered office requirements, governance, asset holding, succession and UAE tax-residency considerations.
Important: An ADGM structure can be useful for asset and succession planning, but incorporation does not itself guarantee asset protection, tax residency, zero tax or ownership of property anywhere in the UAE.
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Current ADGM fees
| SPV incorporation | USD 1,900 |
| SPV annual renewal | USD 1,400 |
| Foundation incorporation | USD 800 |
| Foundation annual renewal | USD 500 |
Third-party CSP, registered-office, legal, tax, accounting and other professional fees are additional.
ADGM advantages — accurately stated
Official ADGM portal
ADGM Structure Comparator
Compare the two most common structures covered by this page. Government fees shown below exclude third-party professional and CSP costs where applicable.
Primary purpose
A private limited company structured as a passive holding vehicle for ring-fencing specified assets and liabilities, investment holdings and transaction structuring.
| Current ADGM fees | Current ADGM material shows approximately USD 1,900 for SPV registration and USD 1,400 annual renewal. Separate professional/CSP costs may also apply. |
| Office / CSP | SPVs are an exception to ADGM’s general physical-presence rule. A non-exempt SPV must appoint an ADGM-licensed CSP, which acts as its registered-office provider unless the Registrar expressly permits otherwise. |
| Tax-residency position | An ADGM entity can apply for a UAE Tax Residency Certificate, but issuance depends on satisfying the FTA/MoF tax-residency criteria. Registration in ADGM alone does not guarantee a TRC. |
| Governance | The SPV is a company with shareholders and directors and is governed by the ADGM Companies Regulations and its constitutional documents. |
SPV vs Foundation
| Feature | ADGM SPV | ADGM Foundation |
|---|---|---|
| Legal form | Private company limited by shares / SPV structure | Separate legal person under the Foundations Regulations |
| Typical use | Passive holding, investment structuring, ring-fencing specified assets and liabilities | Family wealth planning, succession, charitable or other permitted purposes and asset holding |
| Ownership / control | Shareholders and directors | Founder, Council and applicable Guardian/Beneficiaries |
| Initial ADGM fee | Approximately USD 1,900 | Approximately USD 800 |
| Annual renewal | Approximately USD 1,400 | Approximately USD 500 |
| CSP requirement | Required for non-exempt SPVs | Required for non-exempt Foundations |
| Registered office | Required; non-exempt SPV CSP normally provides it | Required; CSP can provide it where applicable |
Fees are current ADGM regulatory fees shown by ADGM materials; CSP, registered-office, legal, tax, accounting and other third-party costs are separate.
ADGM SPVs: what they are actually for
ADGM describes SPVs as passive holding companies intended to structure asset holdings and investments and to isolate financial and legal risk by ring-fencing assets and liabilities.
Ring-fencing
Can separate specified assets and liabilities from other businesses or investment structures, subject to law.
Holding assets
Commonly used for passive investment and asset-holding structures.
Transaction structure
Can be used in financing, investment and cross-border structuring where the legal and tax analysis supports it.
ADGM Foundations: governance and succession
An ADGM Foundation is a separate legal person. ADGM describes the structure as combining features of a common-law trust with company-like legal personality. This allows the Foundation itself to own assets and enter into contracts.
| Founder | Establishes the Foundation and transfers/endows the initial assets according to the legal framework. |
| Council | Governs the Foundation and manages it in accordance with the Charter and By-Laws. |
| Guardian | Can supervise the Council. Appointment is optional during the Founder’s lifetime and becomes compulsory on the Founder’s death under the ADGM Foundations regime. |
| Beneficiaries | Receive benefits according to the Charter/By-Laws and applicable Foundation rules. |
A Foundation can support long-term succession planning, but it should not be marketed as automatically eliminating probate or guaranteeing asset protection regardless of the jurisdiction and asset involved.
CSP and registered-office rules
ADGM's Company Service Provider framework distinguishes between exempt and non-exempt SPVs and Foundations. A non-exempt SPV or Foundation must appoint an ADGM- licensed CSP.
The CSP can handle the incorporation application, provide the registered office and complete ongoing statutory filings for the entity.
Physical office: the precise rule
ADGM states that having a physical presence in the jurisdiction is generally required for ADGM entities, but expressly identifies SPVs as an exception. For a non-exempt SPV, the appointed ADGM-licensed CSP normally provides the registered office address.
This does not mean every ADGM business can operate without a physical office. Operating businesses, professional services and other commercial activities can have different office and substance requirements.
UAE Tax Residency Certificate: what ADGM actually says
ADGM states that registered entities are eligible to apply for a UAE Tax Residency Certificate, provided they meet the relevant FTA criteria.
This is materially different from guaranteeing that every SPV/Foundation receives a TRC. Tax-residency status is determined under the UAE tax framework and can depend on the entity's legal status, management/control, UAE presence, applicable legislation and the documentary requirements of the Federal Tax Authority.
UAE real estate: ADGM does not override property law
An ADGM SPV is not automatically entitled to own every category of property throughout the UAE. The ownership eligibility and registration rules are determined by the jurisdiction where the property is located.
ADGM's own non-exempt SPV checklist requires an applicant to demonstrate a UAE nexus and provide documentary evidence of the target asset, such as title-deed or commercial-licence evidence where relevant.
Current setup process
Choose the structure
Decide whether the objective is company-style asset holding/structuring or Foundation-based wealth and succession planning.
Check CSP and nexus requirements
Determine whether the structure is exempt or non-exempt, identify the required CSP and prepare the asset/nexus documentation.
Register and maintain
Submit the online registration, pay the applicable ADGM fees, maintain the registered office and complete ongoing statutory, data-protection and other filings.
Related UAE Tools & Guides
2026 VerifiedFrequently Asked Questions
This page relies primarily on current ADGM Registration Authority material, the ADGM CSP framework, the current ADGM fee schedule, Foundation materials and ADGM's tax-environment guidance. Third-party service-provider costs and case-specific tax/legal outcomes are not presented as fixed government requirements.