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Can I convert to an SPV?
Can I convert to an SPV?
Updated over a week ago

You can convert an operational entity to an Special Purpose Vehicle (SPV), which is a passive holding company.

This requires an application to vary the commercial licence for the company, supported by a business plan outlining the new purpose of the company as a holding company (for example, what assets will the SPV hold). You will likely also need to file an application to:

  • change the company's name (as an SPV must include Holding, SPV or some other clear indication of the passive nature of the company);

  • appoint a company service provider (unless the company will be an exempt SPV);

  • change the company's registered office address to that of its company service provider (unless the company is an exempt SPV);

  • amendment of company's data protection declarations if the data processing changes following the conversion.

Filing fees and service charges apply for each of these filings.

It is important to remember that an SPV is a passive vehicle. It cannot have employees or enter into commercial activities. Conducting activities outside the scope of a licence is a serious contravention of the ADGM Companies Regulations and significant fines apply.

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