Crypto
May 1, 2025
If you're part of the booming Web3 ecosystem, having a solid legal foundation is crucial, especially in the UAE Crypto space. Establishing a legal entity can help you mitigate risks and attract investors.
In Abu Dhabi, the ADGM SPV framework for special purpose vehicles is one of the most effective options for Web3 projects. It allows companies to benefit from enhanced flexibility and operational efficiency. This guide will examine how ADGM SPVs work, their benefits, and how to set up an ADGM SPV for your Web3 project.
Ape Law's web3 legal experts can help you establish a solid legal foundation for your project, including setting up an ADGM SPV, to help you achieve your goals.
Table of Contents
Key Features of Special Purpose Vehicles in ADGM
Purpose and Structure: What Is the ADGM SPV License Used For?
The ADGM SPV license is primarily used to create passive holding entities, which isolate financial and legal risks by ring-fencing specific assets and liabilities. They are not permitted to conduct operational business activities or hire staff.
Flexibility and Efficiency: How Easy Is Setting Up an ADGM SPV?
The incorporation process for an ADGM SPV is entirely digital, allowing for quick and efficient setup without needing a physical presence in the UAE. Furthermore, there is no mandated minimum share capital, and SPVs can have a flexible ownership structure with no restrictions on shareholders' nationality.
Cost-Effective Operations: How Affordable Is an ADGM SPV?
The total cost for setting up an SPV in ADGM is approximately USD 1,900, covering name reservation, company registration, and commercial license issuance. Additionally, SPVs can utilize the registered office address of their appointed Company Service Provider (CSP), eliminating the need for leasing physical office space.
Regulatory Compliance and Governance: What Are the Ongoing Compliance Requirements?
Non-exempt SPVs must appoint an ADGM-licensed CSP, who will be the registered office and handle ongoing compliance and filings. For clients requiring confidentiality, Restricted Scope Companies (RSCs) offer limited disclosure on the public register, suitable for family offices or subsidiaries of existing companies.
Legal Framework and Investor Confidence: What Laws Govern ADGM SPVs?
ADGM operates under a legal system based on English common law, providing a familiar and reliable legal framework for international investors. Furthermore, SPVs can issue multiple classes of shares, such as ordinary voting, non-voting, and preferred shares, allowing for tailored investment and governance arrangements.
Taxation and Treaties: What Are the Tax Benefits of an ADGM SPV?
ADGM-registered entities can apply for a UAE Tax Residency Certificate, enabling them to benefit from the UAE’s extensive network of Double Taxation Avoidance Agreements. There are no corporate, capital gains, withholding, or inheritance taxes in ADGM, and there are no restrictions on the repatriation of profits.
Versatile Applications: What Are the Uses of an ADGM SPV?
ADGM SPVs are utilized for various purposes, including holding investments, securitization, real estate ownership, intellectual property management, and acting as vehicles for raising capital.
How to Get the ADGM SPV License in 8 Simple Steps
1. Use Ape Law for Legal Solutions
Setting up a crypto business in the UAE can be complex, but Ape Law makes it smooth. As Web3 legal experts, we handle crypto licensing, business structuring, and compliance so you can focus on growth. Whether you’re launching a new coin, token, and/or NFT, expanding operations, or optimizing for tax efficiency, our team ensures a smooth and legally sound setup. Ready to establish your business in the UAE? Book a free consultation today to easily navigate the legalities of creating a Web3 business in the UAE!
2. Determine the Need for a Company Service Provider (CSP)
As of April 2021, all non-exempt SPVs must appoint an ADGM-licensed CSP to manage incorporation, provide a registered office address, and handle ongoing compliance. You can assess whether your SPV qualifies for exemption using ADGM’s online tool.
3. Prepare Required Documentation
Gather the following documents
Business Plan: Outlining the SPV’s structure, shareholders, and purpose.
Resolution: Authorizing the establishment of the SPV.
Articles of Association: You may use ADGM’s model articles or submit customized ones.
Lease Agreement or CSP Consent Letter: For the registered office address.
Passport Copies: For directors, authorized signatories, and individual shareholders.
UAE Residence Visa Copy: At least one authorized signatory must hold a valid UAE residence visa or be a GCC national.
Certificate of Incorporation: For corporate directors or shareholders.
Data Processor Details: If applicable, including a copy of the commercial license.
Document templates are available on the ADGM SPV application page.
4. Create an Account on the ADGM Portal
Access the ADGM Online Registry Solution to create a user profile.
Once logged in, navigate to
Online Services → Companies → Registration of SPV Companies → Incorporate a Private Company Limited by Shares as an SPV.
5. Complete the Online Application
Fill out the application form, ensuring all required fields (marked with an asterisk) are completed. You can navigate through the form non-sequentially, but the application cannot be submitted until all mandatory fields are filled.
6. Submit the Application and Pay Fees
After completing the application, submit it with the necessary documentation and pay the applicable fees. The total cost for setting up an SPV in ADGM is approximately 6900 AED, covering name reservation, company registration, and commercial license issuance.
7. Application Review and Approval
The ADGM Registration Authority typically reviews applications within 10 business days. You will receive email notifications regarding the status of your application.
8. Receive Incorporation Documents
Upon approval, you will receive:
Commercial License
Memorandum and Articles of Association
Certificate of Incorporation
These documents are usually provided in soft copy format, with options to collect physical copies if required.
8. Open a Corporate Bank Account
You can open a corporate bank account in the UAE with your incorporation documents. ADGM SPVs are generally well-received by local banks, facilitating the account opening process.
Related Reading
• DIFC Innovation Hub
• ADGM Abu Dhabi
• DIFC FinTech Hive
• Crypto Exchange UAE
Benefits of the ADGM SPV License
Flexible Ownership and Capital Structure: Tailor Your ADGM SPV to Fit Your Unique Needs
ADGM SPVs provide incredible flexibility to structure corporate ownership and governance arrangements.
Multiple Share Classes
ADGM SPVs can issue various classes of shares, including fractional shares. This first-of-its-kind feature in the region allows for tailored investment and governance arrangements that fit your unique needs.
Customizable Memorandum and Articles
The ability to fully customize the Memorandum and Articles of Association provides flexibility to meet specific business needs.
Minimal Requirements
Setting up an ADGM SPV requires only one shareholder and one director, who can be non-residents. However, at least one UAE-resident or GCC-national authorized signatory is necessary.
No Minimum Capital
There is no mandated minimum share capital or restrictions on the maximum number of shares.
Cost-Effective and Efficient Setup: Save Time and Money When Establishing Your ADGM SPV
Setting up your ADGM SPV is a very affordable and efficient process.
Low Setup Costs
The total cost for setting up an SPV in ADGM, including name reservation, company registration, and commercial license issuance, is approximately USD 3,500.
No Physical Office Requirement
SPVs can use the registered office address of their appointed Company Service Provider (CSP), eliminating the need to lease physical office space.
Digital Incorporation Process
The digital incorporation process allows for quick and efficient setup without needing physical presence in the UAE.
Robust Legal and Regulatory Framework: Enjoy Peace of Mind With Your ADGM SPV
ADGM’s legal and regulatory framework is very favorable for international investors.
Common Law Jurisdiction
ADGM operates under a legal system based on English common law, providing a familiar and reliable legal framework for international investors.
Independent Regulatory Authority
The ADGM Registration Authority ensures a transparent and efficient regulatory environment.
No Attestation for Corporate Documents
Certified copies suffice, streamlining the documentation process.
Tax Efficiency and Treaty Access: Reduce Your Tax Liability With an ADGM SPV
Establishing an SPV in ADGM can help you reduce your tax liabilities and gain access to international treaties.
Zero Tax Regime
ADGM offers a zero-tax environment, with no corporate, withholding, or income taxes, and no restrictions on capital repatriation.
Double Taxation Avoidance Agreements
SPVs can apply for a UAE Tax Residency Certificate, enabling them to benefit from the UAE’s extensive network of Double Taxation Avoidance Agreements.
Versatile Applications: Unlock a World of Possibilities With ADGM SPVs
ADGM SPVs are highly versatile vehicles that can be used for many applications.
Asset Holding
SPVs can hold various assets, including shares, real estate, intellectual property, etc.
Investment Structuring
ADGM SPVs are ideal for structuring investments, facilitating mergers and acquisitions, and managing joint ventures.
Startup Support
Startups can use SPVs to structure shareholding, issue convertible instruments like SAFE notes and warrants, and implement employee stock ownership plans (ESOPs).
Setting up a crypto business in the UAE can be complex, but Ape Law makes it smooth. As Web3 legal experts, we handle crypto licensing, business structuring, and compliance so you can focus on growth. Whether you’re launching a new coin, token, and/or NFT, expanding operations, or optimizing for tax efficiency, our team ensures a smooth and legally sound setup. Ready to establish your business in the UAE? Book a free consultation today to easily navigate the legalities of creating a Web3 business in the UAE!
Who Needs the ADGM SPV License
Currently, there are eight potential beneficiaries of an ADGM SPV license. They include the following:
1. Holding Companies and Investment Structures
Focus on private investors, families, or businesses wanting to:
Hold shares in other companies
Consolidate ownership of subsidiaries
Create tiered ownership structures
Why?
Legal ring-fencing of assets
Simplified succession and estate planning
2. Startups and Founders
Focus on tech founders, angel investors, and venture capitalists who:
Want to set up a cap table structure
Issue different share classes (e.g., preference shares for VCs)
Structure external funding
Why?
Enables clean equity structuring
Can support international fundraising
No minimum capital requirement
3. Real Estate Owners and Developers
Focus on individuals or companies that:
Own or plan to own real estate assets
Want to isolate each asset or project in a separate legal entity
Why?
Limits liability per asset
Facilitates easier sale or financing of specific properties
Enhances privacy if set up as a Restricted Scope Company (RSC)
4. Intellectual Property (IP) Holders
Focus on startups, tech companies, or artists/creators who:
Own patents, trademarks, or copyrights
Want to license them to other operating entities
Why?
Centralizes IP ownership in a neutral jurisdiction
Easier to assign, license, or monetize IP
Risk isolation from operations
5. Family Offices
Focus on wealthy individuals or families managing multi-generational wealth.
Why?
Asset protection and confidentiality
Streamlined estate planning
Holding multiple types of assets (real estate, shares, trusts)
6. Securitization or Structured Finance Entities
Focus on financial institutions or large corporations needing to:
Package loans, leases, or receivables
Isolate risk from the parent company
Why?
Regulatory-friendly structure
Facilitates the issuance of asset-backed securities
Legal isolation of obligations
7. Joint Ventures (JVs)
Focus on two or more entities forming a collaborative project.
Why?
Neutral ground for shared ownership
Simplified governance
Legal segregation of JV from the owners’ main businesses
8. Fund Managers or Fund Structures
Focus on private equity or venture capital firms that:
Require SPVs for deal-specific investments
Use SPVs to isolate investor risk
Why?
Each SPV can be dedicated to a single investment or investor group
Easier fund administration and exit planning
Who Doesn't Need an ADGM SPV License?
Companies looking to operate in the UAE (e.g., retail, services, manufacturing)
Entities needing employee visas or office space
Anyone seeking a trading license (must register with the mainland or free zones instead)
Related Reading
• FSRA Abu Dhabi
• Crypto Trading in UAE
• Crypto Exchange Abu Dhabi
• Virtual Assets
Book a Free Consultation to Navigate the Legalities of Setting up a Web3 Business in the UAE
Setting up a crypto business in the UAE can be complex, but Ape Law makes it smooth. As Web3 legal experts, we handle crypto licensing, business structuring, and compliance so you can focus on growth. Whether you’re launching a new coin, token, and/or NFT, expanding operations, or optimizing for tax efficiency, our team ensures a smooth and legally sound setup. Ready to establish your business in the UAE? Book a free consultation today to easily navigate the legalities of creating a Web3 business in the UAE!
Related Reading
• Security Token
• VARA Regulations
• DMCC Crypto License Cost
• ADGM License Categories
• ADGM Activity List
