ADGM Company Setup: Detailed 2026 Guide

What ADGM Is

Abu Dhabi Global Market is Abu Dhabi’s international financial centre, established in 2013 by Federal Decree and operational since 2015. It occupies Al Maryah Island — a 114-hectare mixed-use development in the heart of Abu Dhabi’s central business district — and operates as a financial free zone with its own civil and commercial laws based on English common law.

ADGM is not a free zone in the conventional Gulf sense. It is a jurisdiction. It has its own courts — staffed by former senior English judges — its own regulatory authority, its own registration authority, and its own legal framework. Contracts entered into within ADGM are governed by English common law principles, and disputes are adjudicated by ADGM Courts applying those principles. For international businesses accustomed to common law governance, this eliminates one of the primary friction points of operating in the Gulf.

As of 2025, ADGM hosts more than 1,800 registered entities, including financial institutions, holding companies, technology firms, and professional services businesses. The jurisdiction has established itself as a credible alternative to the Dubai International Financial Centre (DIFC), with a particular strength in digital assets regulation and a lower cost structure for non-regulated entities.

Entity Types and Costs

Special Purpose Vehicle (SPV)

Annual cost: $2,750 (all-inclusive registration and data protection fee)

The SPV is ADGM’s most cost-effective entity. It is designed for asset holding, structured finance, and corporate structuring rather than active trading. SPVs cannot conduct regulated financial activities or employ staff beyond a minimal governance structure.

Typical uses: Holding company for investments, real estate holding, intellectual property holding, intercompany financing vehicles, family wealth structuring.

Advantages: Lowest cost entry point into a common law jurisdiction in the Gulf. No physical office requirement. Simplified governance — single director permitted. Annual compliance requirements are minimal.

Private Company Limited by Shares

Annual cost: $5,000-8,000 (registration fee varies by share capital band, plus data protection fee)

The standard corporate entity for operating businesses within ADGM. Suitable for companies conducting non-regulated commercial activities including technology, consulting, professional services, and general trading.

Advantages: Full operational capability within ADGM. Can employ staff and sponsor visas. Flexible corporate governance structure.

Holding Company

Annual cost: $5,000-10,000 depending on structure

Designed for entities whose primary purpose is holding investments in subsidiaries. The holding company structure provides a clean corporate hierarchy under common law governance — particularly valuable for international groups establishing Gulf operations.

Regulated Financial Services Entity

Annual cost: $10,000+ (registration) plus FSRA fees ranging from $10,000-70,000+ depending on activity

Entities conducting regulated financial activities — asset management, fund administration, banking, insurance, payment services — must obtain a Financial Services Permission (FSP) from ADGM’s Financial Services Regulatory Authority (FSRA). The FSRA application process is substantially more rigorous and time-consuming than standard registration.

Regulated activities include: Managing assets, advising on investments, dealing in investments, arranging deals, operating an exchange, providing custody, insurance intermediation, and operating a payment service.

Fund Manager and Fund Vehicles

Annual cost: From $10,000+ for the management company, plus fund vehicle registration

ADGM offers a comprehensive funds regime including domestic funds, foreign funds, and exempt funds. Fund managers must be licensed by the FSRA. The jurisdiction has attracted a growing number of asset managers, particularly those focused on private equity, venture capital, and alternative investments.

Fintech Entity

Annual cost: Varies by regulatory status

ADGM operates a RegLab (regulatory laboratory) — a sandbox environment that allows fintech companies to test innovative financial products under a tailored regulatory framework. Participants receive a restricted licence to operate for a defined period before graduating to full licensing or exiting the sandbox.

The Application Process

Step 1: Pre-Application Assessment

Before submitting a formal application, determine whether your proposed activities require FSRA regulation. Unregulated commercial activities (technology, consulting, holding) follow a streamlined registration process. Regulated activities trigger a parallel FSRA application that is significantly more involved.

ADGM’s registration authority provides a pre-application service for complex structures. Use it. A 30-minute consultation can save weeks of back-and-forth during the formal process.

Step 2: Name Reservation

Submit a name reservation request through the ADGM registration portal. Names must comply with ADGM naming conventions — no misleading terms, no names implying government affiliation, no names identical or substantially similar to existing registered entities.

Processing: Same day in most cases. Cost: Included in registration fee.

Step 3: Prepare Documentation

For all entity types:

• Passport copies of all directors, shareholders, and ultimate beneficial owners
• Proof of address for all individuals
• Detailed business plan describing proposed activities
• Memorandum and Articles of Association
• Director and shareholder consent forms
• Source of funds and source of wealth documentation
• Corporate structure chart (for group structures)

Additional for regulated entities:

• Detailed regulatory business plan
• Compliance monitoring programme
• Risk management framework
• Key individual applications for all controlled functions
• Capital adequacy assessment
• Systems and controls documentation

Step 4: Submit Application

Applications are submitted electronically through the ADGM registration portal. The registration authority conducts due diligence on all proposed directors, shareholders, and ultimate beneficial owners. ADGM applies a risk-based approach — straightforward applications from established businesses are processed faster than complex structures with multiple jurisdictions or PEP involvement.

Step 5: Due Diligence and Review

ADGM conducts background checks on all individuals associated with the entity. For regulated entities, the FSRA conducts additional fit-and-proper assessments on key individuals who will hold controlled functions (CEO, compliance officer, money laundering reporting officer, finance officer).

Expect follow-up questions. ADGM’s review process is more thorough than most Gulf free zones. This is a feature, not a bug — it maintains the jurisdiction’s credibility and the value of registration within it.

Step 6: Approval and Registration

Upon successful completion of due diligence and document review, ADGM issues a Certificate of Registration. For regulated entities, the FSRA issues a Financial Services Permission specifying the authorised activities and any conditions or restrictions.

Timeline:

• SPV and unregulated entities: 1-2 weeks
• Standard commercial companies: 2-3 weeks
• Regulated financial services: 3-6 months (FSRA process)
• Fund managers: 3-6 months

Regulatory Requirements

Annual Compliance

All ADGM entities must file an annual return confirming their directors, shareholders, registered address, and activities. The annual return must be filed within 12 months of registration and annually thereafter. Late filing attracts penalties.

Data Protection

ADGM has its own data protection framework — the ADGM Data Protection Regulations 2021 — which aligns with international standards including the EU General Data Protection Regulation. All entities must register with the ADGM Office of Data Protection (fee: $300 per year for non-regulated entities) and comply with data processing, storage, and transfer requirements.

Anti-Money Laundering

All ADGM entities are subject to anti-money laundering and counter-terrorism financing obligations. Regulated entities must appoint a Money Laundering Reporting Officer, implement customer due diligence procedures, and file suspicious activity reports.

Economic Substance

ADGM entities conducting relevant activities (banking, insurance, fund management, leasing, shipping, holding, IP, distribution, and service centre activities) must demonstrate adequate economic substance within ADGM. This means maintaining sufficient staff, premises, and expenditure relative to the income derived from the activity.

The English Common Law Advantage

This is ADGM’s primary structural differentiator. The common law framework means that contracts, corporate governance, and dispute resolution follow principles familiar to businesses from the UK, US, Australia, Hong Kong, Singapore, and other common law jurisdictions.

The ADGM Courts are staffed by former senior English judges and operate independently of the UAE federal court system. Judgments are enforceable across the UAE through a memorandum of understanding with the Abu Dhabi Judicial Department. The court system includes a Small Claims Tribunal (claims up to $100,000) and a Court of First Instance.

For international businesses, the common law framework reduces transaction costs. Contracts do not need to be drafted to accommodate unfamiliar civil law principles. Shareholders’ agreements follow familiar structures. Directors’ duties are based on established common law precedent. This legal certainty has a measurable commercial value, particularly for holding structures, joint ventures, and investment vehicles.

Digital Assets and Crypto Framework

ADGM has established one of the most comprehensive regulatory frameworks for digital assets in the world. The framework covers:

• Virtual asset exchanges: Operating platforms for buying, selling, and trading virtual assets
• Custody of virtual assets: Holding digital assets on behalf of clients
• Virtual asset broker-dealers: Intermediating in virtual asset transactions
• Stablecoin issuance: Framework for fiat-referenced tokens

The regulatory approach is principles-based rather than prescriptive, providing a framework that can adapt to evolving technology while maintaining investor protection and market integrity standards. Several major crypto exchanges and digital asset businesses have obtained ADGM licences, establishing the jurisdiction as a credible regulatory home for the digital asset industry.

ADGM vs DIFC

The comparison is inevitable. Both are common law financial centres in the UAE. The key differences:

ADGM is younger and smaller but offers lower costs for non-regulated entities and a more developed digital assets framework. DIFC has a deeper financial services ecosystem and longer track record. The choice depends on whether Abu Dhabi or Dubai is the more relevant market for the business, and whether cost or ecosystem maturity is the priority.