ADGM Removes Nexus Requirements for Special Purpose Vehicles

A Regulatory Update That Enhances Structuring Flexibility

ADGM has officially removed the Nexus Requirement for Special Purpose Vehicles (SPVs), eliminating the previous obligation to demonstrate a connection to ADGM, the UAE, or the GCC. This update simplifies the establishment of non-regulated SPVs and strengthens ADGM's position as a leading jurisdiction for international structuring.

Abu Dhabi Global Market Square buildings and waterfront hero image for MABA Corporate Services regulatory update on ADGM removing nexus requirements for Special Purpose Vehicles
peedometer icon representing faster setup and cleaner onboarding for ADGM Special Purpose Vehicles
Globe icon representing greater structuring flexibility for international holding companies and asset-protection structures in ADGM
Stacked coins icon representing reduced operational overhead for international corporate structures in ADGM

FASTER SETUP

Faster, cleaner onboarding.

GREATER FLEXIBILITY

For international holding and asset-protection structures.

REDUCED OVERHEAD

For international holding and asset-protection structures.

WHAT WAS PREVIOUSLY REQUIRED

Under Licensing Conditions Rule 22, applicants had to demonstrate a qualifying "nexus" through one of the following:

Gold step 1 icon for ADGM SPV previous nexus requirement on UAE or GCC ownership and control
Gold step 2 icon representing previous ADGM nexus condition for holding assets in the UAE or GCC
Gold step 3 icon for previous ADGM nexus requirement on facilitating UAE economic transactions
Gold step 4 icon representing previous ADGM nexus rule on issuing securities for ADGM exchange listing

Ownership or control
by a UAE/GCC company, family office, or individual.

Holding assets
located in the UAE or GCC.

Facilitating transactions
that provided real or economic benefit to the UAE.

Issuing securities
intended for listing or trading on an ADGM-recognised exchange or platform.

Structures with no UAE or GCC connection — including foreign, non-resident entities holding offshore assets — did not meet the Nexus Requirement, even if appointing an ADGM or UAE-based CSP.

WHAT HAS CHANGED?

SPVs no longer need to evidence local ties. This means:

Dark green checkmark icon representing faster and cleaner onboarding for ADGM SPV establishmenet
Dark green checkmark icon for greater flexibility in international holding and asset-protection structures
Dark green checkmark icon representing reduced administrative burden for cross-border corporate planning in ADGM

Faster, cleaner onboarding.

Greater flexibility for international holding and asset-protection structures

Reduced administrative burden for cross-border planning

WHY THIS MATTERS?

The removal of the Nexus Requirement aligns ADGM with global best practice and enhances its competitiveness for international SPVs. Clients benefit from a more accessible, efficient, and cost-effective structuring environment.

MABA Corporate Services continues to advise on SPV setup, governance, and ongoing administration under the updated framework.

For guidance on how this change may impact your structure or future planning, our team is ready to assist.

OUR SUPPORT

LET'S DISCUSS

Get in touch with our team to explore how this development supports your goals.