Incorporation • ADGM
ADGM Special Purpose Vehicle (SPV)
Why an ADGM SPV?
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Journey
Process of digitally incorporating an ADGM SPV on Clara
Initial Information
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Purpose of SPV
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Company Shareholding
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Nominate ADGM authorized signatory
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Financial records
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Nominate a data protection contact
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Articles of Association
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Share capital
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Submit and review
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Pay and sign
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Incorporation
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From operating companies to holding companies and foundations, Clara’s got you covered in ADGM.
Benefits
Learn more about the benefits of ADGM SPVs
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 unless requested by the shareholders.
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.
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.
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.
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Resources & Insights
Stories, updates and resources
An essential guide to ESOPs
An ESOP is a way for you to set aside a pool of shares in your startup that you can allocate to various team members (e.g. employees, consultants or advisors – that’s right, it’s not just for employees, notwithstanding the name). The ESOP sets out the rules for granting shares.
Clara partners with VMS to empower Mena entrepreneurs
VMS and Clara have signed a new partnership to support MENA startups by combining Clara’s legal simplification tools with VMS’s resources and innovation network. The collaboration aims to help founders reduce risk, streamline growth, and move more confidently from idea to successful venture.
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!
Starting a company is hard enough, but managing legal processes shouldn’t be. With Clara’s dedicated accelerator onboarding solution, companies can get the support and infrastructure they need to efficiently and professionally complete their legal due diligence and finalize an investment.
Clara is a one-stop shop for everything equity related. All our data is safe and securely stored and accurately recorded. And our investors love having direct access. It has saved us countless hours and kept our cap table mistake free.
We spend a lot of time educating founders on basic legal concepts: what they need to do for us to invest in them. Clara automates these functions. As Clara’s first institutional investor, we knew intuitively from inception, this company will be a game changer.
You can’t beat Clara’s ESOP functionality. It allows us to grant options to our team in a few clicks while automatically updating our cap table. Truly next level.
Founders often struggle with managing their legal function due to lack of expertise and resources. And we’ve seen poor legal structures create hurdles to our investing in otherwise healthy startups. Investors like ourselves love that Clara gives founders the tools they need to establish, grow and scale their startups from day one on a best-practice basis.
US cap table solutions aren’t tailored to the differentiated needs of international startups. Clara is the only cap table provider we found that had emerging market startups in mind. Add to that all the other things you can do on the Clara platform, from building your ESOP to data room management, and switching was a no brainer.
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.
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.
IP Assignments, what? I didn’t even know they existed before Clara. For startups, setting up governance, corporate structures, data rooms and fundraising are all hard to get right. Clara’s legalOS is premium. It pays for itself.
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Frequently asked questions
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.
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.
Federal Corporate Tax at the rate of 9% has been introduced in the UAE. However, an ADGM SPV can benefit from a 0% corporate tax rate if they meet the criteria of being a “Qualifying Fee Zone Person”. We recommend seeking professional advice regarding your position under the corporate tax regime.
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).
In the incorporation application, a business plan will be submitted outlining the purpose of the SPV, such as holding shares in a particular company. This does not limit the SPV from acquiring additional assets in the future. Provided the SPV continues to be a passive holding company and stay within its licensed activities, the SPV can be re-purposed in the future. However, if the SPV will be used for operational purposes or wants to sponsor employees, it will need to convert its license to an operating license. Clara can assist with the license conversion.
Yes. With the introduction of corporate tax in the UAE, all entities must register with the FTA within 3 months of incorporation and complete regular filings with the FTA. Clara does not provide accounting or tax advisory services and will not be providing notifications for due dates for any filings due with the FTA.
Most changes to a company (e.g. director and shareholder changes) trigger an obligation to file the change within 14 days. Notify Clara in advance or immediately following changes. Annually, the company must file its commercial licence and data protection renewal, an annual confirmation statement and financial accounts
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