SPV, Foundation or Holding Company? Choosing the Right Structure in the ADGM By: Griffin Corporate Services Ltd
The Abu Dhabi Global Market (ADGM) has established itself as one of the world’s leading international financial centres, offering a robust, flexible and internationally recognised legal framework for entrepreneurs, investors, and families looking to build and protect their wealth. And with that comes a question we get asked more often than any other: “Which structure should I use?”
The honest answer is that, it depends. But let us break it down in a way that actually makes sense.
The Three Structures — and What They Are Really For
Special Purpose Vehicles (SPVs)
The SPV regime at ADGM is designed to be flexible, robust, simple and efficient, benchmarked against leading alternatives around the world. SPVs are used by businesses, individuals, and the advisory community for a wide variety of purposes including holding real estate, ring-fencing liabilities, structuring joint ventures, and managing investments across borders.
It is worth noting that SPVs cannot be used to conduct operational business or hire staff. They are purely holding and structuring vehicles.
One important requirement is that all ADGM SPVs must demonstrate an appropriate connection or “nexus” to ADGM, the UAE and/or the GCC region. This does not need to be a substantial connection; even a minority asset holding in the region can satisfy the nexus requirement in many cases.
ADGM offers a quick, fully digital registration process with straightforward reporting requirements and transparent pricing making it one of the most attractive SPV jurisdictions globally. For clients who require greater privacy, Restricted Scope Companies are also available, allowing for limited disclosure on the public register.
Holding Companies
A holding company is a broader and more flexible structure than an SPV. While an SPV is designed to hold one specific asset or serve one specific purpose, an ADGM holding company is built to own and manage multiple assets, businesses, and investmentswhether located in the UAE, the GCC, or anywhere else in the world.
Common uses include holding shares in operating companies, owning real estate across multiple jurisdictions, managing a portfolio of investments, and providing a central governance and ownership layer for a growing business group.
Unlike SPVs, ADGM holding companies can also support visa applications which makesthem a practical choice for founders and investors who intend to have a physical presence in the UAE. There is also no nexus requirement for a holding company, making it a more flexible option for those whose assets or investments are not necessarily connected to the UAE or GCC region.
Foundations
The ADGM Foundations regime provides a compelling alternative to trusts for financial planning and structuring. In our experience, it is the structure that most people do not fully understand until they need it.
A foundation has no shareholders. There is no one who “owns” it in the traditional sense. A founder establishes it, contributes assets to it, and sets out — through a charter and by-laws — how it should be governed and who should benefit. The ADGM Foundations regime operates like a common law trust but with features closer to a company, including its own distinct legal personality and the ability to enter into contracts directly.
This makes foundations particularly powerful for succession planning. Everything sits under one entity, making the transfer of assets upon death far more efficient and cost effective than transferring individual holdings separately.
Key features of the ADGM Foundations regime:
Robust governance: statutory duties on the Foundation Council benchmarked against international best practice
Guardian oversight: optional during the founder’s lifetime, compulsory upon death and if the foundation is set up for a charitable object.
Strong asset protection: ADGM’s firewall provisions shield assets from bankruptcy claims, divorce claims, and forced heirship rules under foreign law
High degree of privacy: beneficiary and distribution details are not publicly disclosed
Perpetual existence:the foundation continues long after the founder’s death, providing certainty for future generations
Fast and simple to set up: with straightforward ongoing reporting requirements
Foundations are well-suited for high-net-worth individuals, families, and corporate groups focused on wealth preservation, succession planning, and long-term asset protection.
So Which One Is Right for You?
Here is our simple guide:
If you are holding one specific asset with a UAE/GCC connection then, an ADGM SPV is probably your answer
If you are building a business group or managing multiple investments globally then, an ADGM holding company gives you the structure and flexibility you need
If your priority is family succession, long-term wealth preservation, or privacy then, an ADGM Foundation is worth a serious conversation
And in many of the more sophisticated structures we work with, you do not have to choose just one. A foundation sits at the top, owning a holding company, which in turn owns a series of SPVs holding individual assets. Each layer has a clear purpose, and together they create something that is both resilient and flexible.
Why ADGM?
ADGM has invested significantly in building a legal and regulatory framework that genuinely supports these structures. Its foundation laws are benchmarked globally. Its SPV regime is digital, fast and competitively priced. And as an onshore jurisdiction operating under English common law, it carries a level of international recognition and credibility that offshore alternatives simply cannot match.
But the framework is only as good as the structure built within it. Getting the right advice early — before assets are transferred, before the family situation becomes complicated, before the business grows to a point where restructuring becomes painful — makes all the difference.
At Griffin Corporate Services, we are a licensed ADGM Corporate Service Provider and we work closely with our clients to ensure the right structure is in place from the start. The right structure is not the most complex one. It is the one that fits your specific situation, your goals, and your family, put together properly from the beginning.
If you would like to talk through what might work for you, we are always happy to have that conversation.
📧 info@griffin-group.ae 🌐 griffin-group.ae
