An ADGM Special Purpose Vehicle (SPV) is a passive company that cannot be used for commercial activities and cannot sponsor employees. If you have an ADGM SPV and you want to use the company for either of these purposes, you have the option of converting the company's licence from an SPV to an operating licence.
Considerations
An SPV uses the registered office address of its Company Service Provider. A company with an operating licence must take its own lease. A lease will need to be taken before the company can convert. Contacts for office space can be found here.
SPVs typically have minimal data processing activities because they don't have customers or employees. When converting to an operating licence, you should consider the personal data that will be processed and amend the data protection declarations with ADGM.
An SPV is a low cost licence for passive asset holding. An operating licence is a much more expensive licence.
Steps
Confirm the business activities that you would like to include on the company's licence. There is no impact on the fees if multiple activities are chosen. Some activities are stand alone and cannot be combined with other activities (eg Tech Startup, Family office). We will review your preferences and provide our comments.
Complete and return to us the application form.
Confirm the scope of changes required:
Will the company change its name? An ADGM SPV will include "Holdings" or "SPV" in its name to indicate it is a passive entity. During the licence conversion, the company may want to change its name this but this is not mandatory.
If the company will change its name, will it amend its Articles of Association to reflect the new name? This is not compulsory but is recommended.
What data processing activities will take place under the new licence? Complete our data protection declaration.
The fees below are indicative and will be confirmed once the scoping is finalised:
Action | Clara Service Fee (excl. VAT) | ADGM Filing Fee |
Application to amend business activities
| USD 350 | USD 100 |
Change Registered Office Address
Clara will prepare a shareholder resolution to approve the change of registered office address and file an application with ADGM to update the address and update the location of the company records which will remain at Clara's registered office address | USD 125 | USD 100 |
Registration of Lease Once you have provided Clara with the signed lease for your ADGM entity, we will prepare an application to register the lease with ADGM. | USD 350 | USD 100 (for 12 month leases)
|
Amending Articles of Association and ordering stamped true copy (Optional)
Clara will amend the Articles if the company will change its name and prepare a shareholder resolution to approve the new Articles. | USD 450 | USD 200 |
Amending the Data Protection Declarations | TBC based on changes required | Nil |
ADGM Commercial Licence Amendment Fee | Nil | TBC based on timing of conversion |
The annual renewal fees for an ADGM Operating Licence is USD 10,600 which includes the ADGM licensing fees of USD 8,500 and Clara's service fees of USD 2,100. Our service fees for the renewal includes:
Clara's annual compliance review;
the preparation and filing of the commercial licence renewal;
the preparation and filing of the data protection renewal;
filing the annual confirmation statement;
preparing the board resolution to approve the annual financial statements and filing the signed resolution and financial accounts with ADGM; and
preparing and filing the lease registration with ADGM ahead of the commercial licence renewal.