Incorporation • ADGM

ADGM Special Purpose Vehicle (SPV)

Customers have incorporated more than 2,000 ADGM SPVs using Clara.

Why an
ADGM SPV?

Setting up an ADGM SPV as your holding company is an attractive option for businesses and their investors. Companies benefit from the low cost, speed, and simplicity that ADGM’s fully digitized incorporation process achieves, while investors are attracted by the investment flexibility and legal protections that ADGM’s regulatory environment provides.

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Benefits

Learn more about the benefits of ADGM SPVs

Before you get started with incorporating your ADGM SPV on the Clara platform, learn more about the benefits of an ADGM SPV.

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Ease of incorporation and administration: 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.

Flexible ownership structures: 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.

Cost savings: 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.

Attractiveness for investment: 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

ADGM SPV – Your essential guide

Setting up a company in ADGM, and specifically a Special Purpose Vehicle (SPV), is attractive for founders and investors. Founders benefit from the speed and simplicity that ADGM’s fully digitised incorporation process achieves, while investors are attracted by the investment flexibility and legal protections that ADGM’s strong regulatory environment provides.

Clara

Sep 19 · 8-minute read

Key differences between ADGM and DIFC

The ADGM and the DIFC are financial free zones in the UAE with independent jurisdictions exempted from the UAE’s civil and commercial laws. For founders looking for a place to register a new business, both are great jurisdictions to choose from.

Education

May 16 · 5-minute read

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.
Amal Dokhan General Partner MENA, 500 Global

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.
Jessica Anuna CEO & Founder, Klasha

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.
Vijay Tirathrai Managing Director, Techstars

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.
Michael Hunter Co-Founder & CEO, Holo

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.
Shane Shin Founding Partner, Shorooq

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.
Omar Rifai Co-founder, GrubTech

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.
Daniel Dos Reis Investment Director, Wamda Capital

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.
Mazen AlDarrab Founder & CGO, Zid

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.
Zohare Haider Co-Founder & CEO, Jalebi

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!
Vishal Sacheendran Head of Strategy and Operations, Binance

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