Legal structures
ADGM SPV Types
ADGM offers two SPV structures. The Private Company Limited by Shares is the standard vehicle used for holding and transaction purposes. The Restricted Scope Company is a distinctive ADGM structure offering limited information disclosure on the public register — with full disclosure to the Registrar — and is available only to specific categories of applicant.
Bizzone UAE
Business Setup Consultants in Dubai, UAE
Choosing between LTD and RSC
Both structures are incorporated under the ADGM Companies Regulations 2020 and receive a commercial licence for Special Purpose Vehicle activities. The choice is driven by who owns the vehicle and how much information should appear on the public register.
- LTD: standard private limited company for most SPV purposes
- LTD: widely used as a passive holding company
- RSC: limited disclosure on the public register
- RSC: full disclosure to the ADGM Registrar in all cases
- RSC eligibility is restricted to defined categories of subsidiary
- Both require a registered office on Al Maryah Island
Restricted Scope Company eligibility
Subsidiary of a group that publishes accounts
A subsidiary of another body corporate that prepares and publishes group accounts may be incorporated as an RSC.
Subsidiary of an Emiri decree company
A subsidiary of a company formed by Emiri decree qualifies for the Restricted Scope Company structure.
Subsidiary of a Single Family Office
A subsidiary of an ADGM Single Family Office may be incorporated as an RSC, subject to the Registrar's approval.
Consistency across ADGM corporate vehicles
Because both SPV types are incorporated under the same regulations as ADGM's other corporate vehicles, governance, filings and amendments follow a familiar and consistent framework. That makes it straightforward to convert plans into a structure that lenders, investors and counterparties recognise.
Common law framework with predictable outcomes
Standard form documentation accepted by counterparties
Clear rules for share transfers and group reorganisations
Recognised structure for financing and joint ventures
How the process works
Consultation
We review your activity, ownership, visa needs and budget, then recommend the structures that genuinely fit.
Documentation
We prepare and check the application pack so the file is submitted right the first time.
Approval & licensing
We handle authority submissions, name reservation, initial approvals and the licence issuance process.
Post-setup support
Establishment card, visas, Emirates ID, bank account introductions, tax registration and ongoing compliance.
Documents usually required
Exact requirements depend on the authority, activity and nationality. We confirm your list before submission.
- Passport copies for all shareholders and managers
- Passport-size photographs to authority specification
- Proposed company names (multiple options)
- Description of the intended business activity
- Visa page or entry stamp where applicable
- Proof of address or utility bill where requested
LTD vs Restricted Scope Company
| Feature | Private Company Limited by Shares (LTD) | Restricted Scope Company (RSC) |
|---|---|---|
| Typical use | Standard private limited company, passive holding company | Discreet holding vehicle within a qualifying group |
| Public disclosure | Standard ADGM public register disclosure | Limited information on the public register |
| Registrar disclosure | Full | Full |
| Eligibility | Open to eligible SPV applicants | Only defined subsidiary categories, subject to approval |
| Governing regulations | ADGM Companies Regulations 2020 | ADGM Companies Regulations 2020 |
| Registered office | Al Maryah Island | Al Maryah Island |
FAQ
Frequently asked questions
Can't find your answer? A consultant can walk you through the detail in a short call.
The Private Company Limited by Shares is the standard choice for most holding, joint venture and transaction structures. The Restricted Scope Company is used where confidentiality is a priority and the applicant meets the qualifying criteria.
No. An RSC discloses less on the public register, but full information is provided to the ADGM Registrar and the structure is approved at the Registrar's discretion.
Yes. SPVs are commonly used as joint venture vehicles with several shareholders and a shareholders' agreement governing the relationship.
Amendments such as share transfers, changes of director and changes of registered office are handled through the ADGM registry. Converting between structures depends on continued eligibility and Registrar approval.
Free consultation
Speak with a Bizzone UAE consultant
Tell us what you plan to do in the UAE and we will map out the licence, visa and compliance path that fits.
- +971 50 121 6915
- info@bizzoneuae.com
- Office No. 105, Alkhayyal Building, Near Karama Medical Fitness Center, Al Karama, Dubai, UAE
Not sure which structure fits?
Share a few details and a consultant will respond with tailored guidance.
Free consultation
Ready to Start Your Business in the UAE?
Speak with a Bizzone UAE consultant about licensing, visas, banking and compliance — with no obligation.