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Converting an ADGM SPV to an Operating Licence
Converting an ADGM SPV to an Operating Licence

This article describes the considerations and process to convert the licence of an ADGM company from a SPV to an operating licence

Updated over 3 weeks ago

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.
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​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

  1. 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.

  2. Complete and return to us the application form.

  3. Confirm the scope of changes required:

    1. 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.

    2. 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.

    3. What data processing activities will take place under the new licence? Complete our data protection declaration.

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