The Essentials 

For UHNWIs and HNWIs with UAE-centric or globally diversified wealth, ADGM Foundation setup offers stronger asset protection than traditional trusts. Their status as a separate legal entity, enhanced founder-led governance, perpetual existence, and alignment with a robust common-law framework provide superior legal certainty, bankability, and succession control.  

When legacy matters, structure is everything. For UHNWIs and HNWIs, ADGM Foundation setup offer a smarter, stronger way to protect and grow wealth combining legal certainty, control, and cross-border credibility in one powerful vehicle. 

Let’s explore why ADGM Foundations consistently outperform traditional trusts and what makes them the preferred choice for UHNW and HNW families in the UAE. 

Why ADGM Foundation Setup Are the Modern Choice for Wealth Structuring? 

1. Legal Personality Creates Stronger Asset Ring-Fencing 

The most decisive advantage of an ADGM Foundation lies in its legal personality. 

An ADGM Foundation is an independent legal entity that can own assets, enter into contracts, and sue or be sued in its own name. This distinction is critical. Assets transferred to the foundation cease to be part of the founder’s personal estate and are no longer held through an intermediary relationship. 

A trust, by contrast, is not a legal entity. It is a legal arrangement where assets are held by trustees for beneficiaries. Ownership technically rests with the trustees, which introduces layers of dependency and potential exposure including trustee insolvency risk, disputes, or jurisdictional complications. 

For UHNW and HNW families seeking robust asset insulation, direct ownership by a legally autonomous vehicle provides a cleaner and more defensible protection structure. 

2. Greater Founder Control Without Compromising Asset Protection 

Traditional trusts require founders (settlors) to relinquish significant control to trustees. While fiduciary duties exist, trustees ultimately interpret and execute the trust deed  which can diverge from the founder’s original intent over time, particularly across generations. 

ADGM Foundation formation offer a more balanced model. 

Founders can design governance structures that clearly define: 

• How the Foundation Council is appointed and replaced 

• How decisions are made and supervised 

• How distributions and succession are handled 

The optional appointment of a Guardian adds an additional layer of oversight without shifting control away from the foundation itself. 

This governance-led control model resonates strongly with UHNWIs and HNWIs who want continuity of vision and influence, rather than trustee-centric discretion. 

3. Perpetual Existence Supports Multigenerational Planning 

Many trust structures are subject to time limits, rule-against-perpetuity concerns, or eventual restructuring events depending on the governing law. 

ADGM Foundations can exist in perpetuity. 

This makes them particularly effective for: 

• Long-term family wealth preservation 

• Dynasty planning 

• Holding operating businesses or investment structures across generations 

Perpetual existence ensures that the asset-holding vehicle itself does not become a future risk point requiring restructuring or re-settlement – an important consideration for complex UHNW estates. 

4. Stronger Cross-Border Recognition and Bankability 

In today’s regulatory environment, banks, custodians, and counterparties favor transparent, well-regulated legal entities over opaque or misunderstood arrangements. 

ADGM Foundation setup benefits from: 

• Being established in a globally recognised international financial centre 

• Operating under English common law principles 

• Having clear governance, ownership, and control frameworks 

As a result, ADGM Foundation setup are generally easier to bank, finance, and integrate into international investment structures, which is a material advantage for globally mobile wealth. 

5. Cleaner Liability Isolation 

Once assets are transferred into an ADGM Foundation, they are owned by the foundation, not by the founder, not by council members, and not by beneficiaries. 

This creates a strong legal separation between: 

• Personal liabilities of the founder 

• Claims against beneficiaries 

• Risks associated with operating or investment entities beneath the foundation 

In trust structures, legal ownership by trustees can blur these lines, especially in cross-border disputes or insolvency scenarios. Foundations, by design, offer clearer asset segregation, which strengthens asset protection outcomes. 

6. Succession Certainty and Reduced Inheritance Risk 

ADGM Foundation setup allows succession rules to be embedded directly into the charter and by-laws. This provides clarity on: 

• Who benefits 

• When distributions occur 

• How decision-making evolves over time 

This structural certainty is particularly valuable for families exposed to: 

• Forced heirship regimes 

• Multi-jurisdictional inheritance laws 

• Complex family dynamics 

While trusts can also address succession planning, their effectiveness depends heavily on trustee interpretation and judicial treatment in relevant jurisdictions. Foundations provide a more institutionalized and predictable succession framework. 

7. Privacy With Regulatory Credibility 

Global transparency initiatives have significantly reduced the confidentiality advantages traditionally associated with trusts. 

ADGM Foundation setup strike a more sustainable balance: 

• Founders and beneficiaries are not publicly listed 

• The structure operates within a FATF-aligned, regulated ecosystem 

• Transparency exists where required, without unnecessary public exposure 

For UHNWIs and HNWIs, this combination of discretion and credibility is increasingly essential particularly when interacting with banks, regulators, and international counterparties. 

How MS Can Help with ADGM Foundation Setup? 

MS supports UHNWIs and HNWIs through the end-to-end establishment of ADGM Foundation setup, combining regulatory precision with strategic structuring. From advising on the optimal foundation design and drafting the Charter and By-laws, to managing ADGM registration, governance frameworks, and ongoing compliance, MS ensures the foundation is built to protect assets, preserve control, and support long-term succession objectives. Our multidisciplinary expertise across corporate, tax, and regulatory advisory enables clients to implement an ADGM Foundation that is not only compliant, but purpose-built for sophisticated, cross-border wealth planning. 

The Essentials 

Holding UAE real estate through an SPV set up in ADGM allows investors to ring-fence risk, streamline ownership across multiple properties, and benefit from a tax-efficient structure governed by English common law. Proper compliance and structuring are essential to fully leverage these advantages. 

Investing in the UAE real estate has never been more attractive for international buyers. With Dubai and Abu Dhabi offering modern infrastructure, strong rental yields, and investor-friendly regulations, many UK and US investors are eyeing the market. Yet, cross-border investment brings challenges: tax exposure, legal complexities, and ownership structuring concerns. 

An Abu Dhabi Global Market (ADGM) Special Purpose Vehicle (SPV) can be the solution – offering tax neutrality, legal certainty, and ownership flexibility while aligning with global compliance standards. 

What Is an ADGM SPV? 

An SPV (Special Purpose Vehicle) is a legal entity designed for holding specific assets to ring-fence the liabilities. SPVs in ADGM operate under an English common law framework, providing familiar governance rules for investors from the UK, US, and other common law jurisdictions. 

Key characteristics: 

• Separate legal personality – the SPV itself owns the property, not the individual investor. 

• Passive entity – SPVs do not trade, hire staff, or operate a business outside their designated purpose. 

• Full foreign ownership – 100% foreign ownership is permitted without a local partner requirement. 

• Limited liability – investors’ personal risk is confined to their investment in the SPV. 

Essentially, the SPV set up in ADGM acts as a “container” for real estate assets, simplifying ownership, transfers, and estate planning. 

Why UK & US Investors Should Consider SPV Set Up in ADGM? 

1. Tax-Neutral Ownership 
 
SPV set up in ADGM is structured to be tax-efficient, a major consideration for UK and US investors dealing with complex tax systems. Benefits include: 

• 0% corporate and capital gains tax on qualifying income. 

• No withholding tax on dividends or profit distributions. 

• Eligibility for a UAE Tax Residency Certificate, facilitating access to the UAE’s Double Taxation Avoidance Agreements (DTAs) with multiple jurisdictions. 
   

Example: A UK investor earns rental income from a Abu Dhabi property held via an ADGM SPV. With proper UAE tax residency certification, this income may be exempt from double taxation, provided UK CFC and passive income rules are carefully managed. 
 
Important: Home-country tax compliance is essential. Both the UK and US have rules around controlled foreign companies (CFCs) and passive income that may impact taxation. Professional advice is critical. 
 
2. Streamlined Ownership & Flexibility 
 
ADGM SPVs provide unmatched structural flexibility, particularly for portfolio management and ownership succession: 

• Single vehicle for multiple properties: Investors can consolidate several UAE properties under one SPV, simplifying management and ownership documentation. 

• Share transfers instead of property retitling: Ownership transfers occur through the SPV shares rather than individually retitling each property with the Dubai Land Department or Abu Dhabi Department of Municipalities. This reduces administrative costs and processing time. 

• Estate & succession planning: For family offices, ADGM SPVs allow multiple classes of shares, fractional ownership, and straightforward wealth transfer mechanisms. 

Example: A US family office holds three Dubai properties in one SPV. When one family member wishes to exit, only the SPV shares need to be transferred, not the individual deeds for all properties. 
 
3. Legal Certainty & Risk Management 
 
ADGM operates under English common law, offering a familiar framework for foreign investors, including: 

• Clearly defined corporate governance and shareholder protections. 

• Enforceable contractual and property rights through ADGM Courts. 

• Legal isolation of assets in the SPV, shielding other investments from potential liabilities. 

Practical benefit: If a property faces litigation or financial issues, the SPV structure ensures that liabilities are confined to the specific SPV set up in ADGM, protecting the investor’s broader portfolio. 

SPV Set Up in ADGM and UAE Real Estate Ownership 

Compliance & Considerations 
 
While ADGM SPVs are attractive, investors should be mindful of compliance: 

• Substance requirements: To qualify for tax benefits and treaty access, SPVs may need UAE-based directors or demonstrate decision-making within the UAE. 

• Transparency: Depending on the structure, SPV information may be publicly available, or privacy can be enhanced through a Restricted Scope Company. 

• Home country tax rules: UK and US investors must consider CFC, passive income, and global income reporting rules. 

How MS Supports SPV Set Up in ADGM? 

MS assists investors in setting up and managing ADGM SPVs for UAE real estate holdings. Our support covers structuring advisory, end-to-end incorporation with the ADGM Registration Authority, and assistance with property holding, shareholding arrangements, and ongoing compliance. With strong ADGM expertise, MS ensures that each SPV set up in ADGM is well-structured, compliant, and designed for efficient ownership and future flexibility. 

The Essentials 

Company set up in ADGM require careful attention with regulatory requirements, compliance obligations, and incorporation procedures. Choosing the right licensed Company Service Provider (CSP) is crucial to simplify this journey. A CSP ensures that your company meets all ADGM requirements, handles filings, provides a registered office, and supports governance and statutory compliance.  

So, you’re thinking about setting up a company in ADGM.  

Exciting! But let’s face it – the forms, approvals, and compliance rules can make even the savviest entrepreneur pause.  

That’s why having a reliable Company Service Provider (CSP) is essential. Think of them as your co-pilot, navigating the regulatory maze, handling the paperwork, and keeping your business launch on track.  

With the right partner, starting in ADGM doesn’t have to be complicated – it can be smooth, simple, and downright empowering. 

Understand the Role of a CSP for Company Set Up in ADGM 

A Company Service Provider in ADGM acts as your licensed partner for key corporate functions required under the ADGM regulatory regime: 

• Submission of Incorporation Applications and ongoing filings to the Registrar; 

• Provision of Registered Office Services; 

• Acting as primary point of contact between your company and the ADGM Registration Authority; 

• Sometimes providing nominee services (directors, secretaries, and registered agents), where appropriate.  

ADGM’s CSP framework is carefully regulated to align with international best practices, ensuring that CSPs meet standards for financial robustness, professionalism, and compliance quality.  

Companies that Require a CSP in ADGM 

According to ADGM’s Companies Regulations 2020, a licensed CSP is mandatory for: 

• Exempted and Non-Exempted Special Purpose Vehicles (SPVs): 
  These are commonly used for investment holding, securitization, and structured finance. SPVs are often required to appoint a CSP to ensure regulatory compliance, filings, and governance obligations. 

• Foundations and Private Foundations: 
  ADGM foundations typically need a CSP to act as the registered office and handle statutory obligations, particularly when there are multiple beneficiaries or complex governance structures. 

• Other Companies Opting for Professional Corporate Support: 
  While some standard ADGM companies (like standard Private Companies) may not legally require a CSP, appointing one is recommended for administrative ease, compliance assurance, and professional governance support. 

Ensure the Provider Is Licensed and Fully Compliant 

A fundamental prerequisite is that the CSP must be licensed by the ADGM Registration Authority under activity code 7025 – Company Service Provider.  

ADGM’s own framework mandates that CSPs must meet a range of licensing conditions, including: 

• Minimum professional indemnity insurance; 

• Regulatory capital requirements; 

• Adequate physical and human resources; 

• Annual compliance certification and audits.  

Engaging an unlicensed or non‑compliant CSP can lead to incorporation delays, regulatory breaches, or difficulties meeting filing obligations. Always ask your CSP for evidence of the license and current compliance status – ADGM publishes a public register of licensed CSPs that you can verify.  

Evaluate Experience and Local ADGM Expertise 

Experience within the environment is critical for company set up in ADGM. A provider should: 

• Have hands‑on experience with ADGM registration and compliance procedures; 

• Be familiar with ADGM’s Companies Regulations (2020) and subsequent updates to CSP regime requirements; 

• Understand nuances around exemptions, especially for SPVs and foundations that might qualify for exemption from CSP requirements in certain cases.  

• Providers with deep expertise can anticipate regulatory challenges, proactively manage timelines, and reduce risk. 

Prioritize Strong Regulatory and Compliance Standards 

A top‑tier CSP should demonstrate strong internal compliance governance. This includes: 

• Dedicated compliance staff with experience in AML/CTF (anti‑money laundering / counter‑terrorism financing) frameworks; 

• Robust internal controls and systems for regulatory filings and deadlines; 

• Evidence of effective client account segregation and documentation practices. 

ADGM’s recent oversight activity emphasizes that CSPs must meet these obligations not just at licensing stage but on an ongoing basis, reinforcing their role as gatekeepers of the ADGM business ecosystem.  

Assess Communication, Responsiveness, and Support 

Company set up in ADGM and maintaining compliance in a regulated jurisdiction requires ongoing interaction with your CSP. Assess: 

• Responsiveness and clarity of communication; 

• willingness to explain processes and obligations in non‑technical terms; 

• Provision of structured timelines and calendars for filings and renewals; 

Compare Pricing and Service Transparency 

Costing can vary widely among CSPs, but transparency is key. Avoid arrangements where core services are bundled with hidden costs. Instead: 

• Request detailed fee breakdowns (set‑up, annual filings, registered office fees, nominee services, etc.); 

• Clarify what is included and what will be additional; 

• For company set up in ADGM, compare at least three providers to understand market norms. 

A provider with opaque pricing may signal administrative or contractual issues ahead. 

Reputation, References & Peer Validation 

Reputation is a strong indicator of reliability. To gauge this: 

• Ask for client references, particularly for similar business types and complexity; 

• Search for feedback from other founders or advisors who have worked with the CSP; 

• Look for testimonials that emphasize integrity, timeliness, and proactive advice. 

Company Set Up in ADGM: Strategic Selection for Long‑Term Success 

• Smooth incorporation and regulatory filings 

• Ongoing compliance with evolving ADGM and UAE regulations 

• Operational continuity through accurate governance support 

• Peace of mind with clear communication and transparent pricing 

By prioritizing licensing, experience, regulatory expertise, strong compliance frameworks, transparent pricing, and proven reputation, you position your ADGM entity for long‑term success in a competitive global market. 

Company Set Up in ADGM with Confidence: How MS Acts as a CSP? 

IsAs a licensed Company Service Provider (CSP) in ADGM, MS stands out as a trusted partner for businesses seeking a seamless company set up in ADGM and ongoing compliance in Abu Dhabi’s premier financial hub. Leveraging over eight years of experience in the UAE, MS provides corporate services – from incorporation and registered office solutions to regulatory filings and governance support. Our deep understanding of ADGM’s regulatory framework, combined with a proactive approach to compliance, ensures that clients can focus on growing their business with confidence. With MS as your CSP, you gain strategic partner committed to facilitating smooth operations, timely compliance, and long-term success in the ADGM ecosystem.