ADGM Entity Types Explained: Which Structure Is Right for You?

Choosing your ADGM structure is the decision that quietly governs everything else - your costs, your licence category, your visa allowance and whether you need a desk, a private office or no premises at all. We have seen founders pour energy into branding and bank choices while treating the legal form as an afterthought, only to discover months later that they picked a vehicle that cannot do what they need. So before you fall in love with a name, let us walk through the main ADGM structures, who each one genuinely suits, and the practical consequences that follow from each.

Private company limited by shares: the default operating vehicle

If you intend to trade, hire, invoice and grow, this is almost certainly your structure. It is a fresh legal person, owned through shares, able to hold contracts and employ staff in its own right. It is the form most consultancies, trading firms and startups take. On the practical side, it falls into a licence category by activity - typically Category B for non-financial business at roughly USD 10,300 a year in 2026 - and it needs a registered office, with the minimum being one allocated desk. Most founders reading this guide will end up here, and rightly so: it is flexible and well understood.

Branch: extending a company you already own

A branch is not a new company. It is an extension of an existing foreign parent into ADGM, carrying the parent's legal identity and liability with it. This suits an established overseas business that wants an ADGM presence without creating a separate subsidiary - the parent's track record and balance sheet come along, which can help with banking. A branch needs premises in ADGM appropriate to its activity, just like an operating company. The trade-off is that the parent remains fully on the hook for the branch's obligations, so it is a structure for groups comfortable with that exposure.

LLP: built for professional partnerships

A limited liability partnership is the natural home for professional firms - think advisory, legal or consulting partnerships - where several partners share ownership but want their personal liability limited. It blends partnership flexibility with corporate protection. Because these firms typically handle confidential client matters and house several people, an LLP generally needs a private office rather than a single desk. If you are a small partnership of professionals, this is usually the structure to examine first; our professional services firms in ADGM guide covers the practicalities.

Foundation: succession and asset protection without shareholders

A Foundation is the most misunderstood ADGM structure, and one of the most powerful for the right family. Established under the ADGM Foundations Regulations 2017, it has its own separate legal personality but - crucially - no shareholders. Instead it is governed by a council under a charter and by-laws, with a guardian who is optional while the founder is alive and compulsory thereafter. Families use Foundations to pass wealth across generations without probate and to ring-fence assets from future claims. It is not an operating business; it is a holding and succession vehicle. For families weighing this alongside other structures, our family office guide puts it in context.

Fund manager: the regulated structure

If you are managing pooled investments, you are stepping into regulated territory. A fund manager is an FSRA-regulated entity, which means a Financial Services Permission on top of RA registration, a Category A licence around USD 15,000 a year, and - importantly - a dedicated private office to house your team and store records securely. This is the most demanding structure to stand up, both in time and cost, and you should plan in months. The upside is the credibility of operating from a recognised financial centre. Read holding companies in ADGM if you are also structuring the vehicles a fund will hold.

SPV and the Restricted Scope Company: passive holding done cleanly

An SPV is a passive vehicle whose job is to hold assets and ring-fence risk - shares, property, intellectual property - without itself hiring or trading. Its great advantages are simplicity and cost: it needs no premises, using a corporate service provider's address instead. A variant, the Restricted Scope Company, allows more limited disclosure on the public register, which suits private family structures. The firm line to remember is that the moment an SPV needs to employ someone or invoice a client, it is the wrong tool - you would convert to an operating company. Our SPV explainer goes into the detail.

Matching structure to office at a glance

Because the office consequence drives so much of the cost, here is the quick map:

• Private company limited by shares: at least one allocated desk
• Branch: premises appropriate to its activity
• LLP: private office
• Foundation: service provider address; no operating premises
• Fund manager: dedicated private office (FSRA requirement)
• SPV / Restricted Scope Company: no premises; service provider address

For the full reasoning behind these requirements, see do you need a physical office in ADGM.

A worked choice

Picture a family that wants to hold a property portfolio and an operating consultancy under one roof. They use a Foundation at the top for succession - no shareholders, governed by a council, no operating office. Beneath it, an SPV holds the property, needing no premises and incurring minimal cost. Alongside, a private company limited by shares runs the consultancy on a single Al Reem desk and a Category B licence near USD 10,300 a year. Three structures, each doing one job well, with office cost incurred only where activity demands it. That layering is exactly how experienced founders keep ADGM efficient.

Frequently asked questions

What is the difference between an SPV and a Foundation?

An SPV is a passive holding company that ring-fences specific assets and risk. A Foundation is a shareholder-less succession vehicle governed by a council and charter, used to pass wealth across generations and protect assets. Many families use both together.

Which structure is cheapest to run?

An SPV, because it needs no premises and has a light footprint. But it cannot hire or trade, so it only suits passive holding.

Can I change my structure later?

Some transitions are possible - for example moving from an SPV to an operating company when you start trading - but they take effort. It is far cheaper to choose correctly at the outset.

Which structures require FSRA permission?

Any structure carrying out regulated financial activity, such as a fund manager. That adds a Financial Services Permission, a Category A licence and a mandatory private office.

Talk to MY Coworking

Not sure which ADGM structure fits your plans? As an ADGM business centre on Al Reem Island, we help founders match their structure to the right licence and the right space - from a single desk to a private office. Email contact@mycoworking.ae to talk it through.

We're on Al Reem Island — 2312 Addax Tower, City of Lights, Abu Dhabi. Email contact@mycoworking.ae to book a tour or get a same-day quote.