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 

Portfolio  consolidation:  Investors can hold multiple properties under one entity.

Financing  opportunities:  Banks are more comfortable lending to structured SPVs than to offshore companies.

Exit  strategies: SPVs facilitate future refinancing, securitization, or sale to co-investors.

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.