OCTAGON Family Office Insights

ADGM SPV Nexus Requirement: What May Have Changed

ADGM’s special-purpose-vehicle framework may have become more accessible.

Following our review of ADGM’s current SPV framework, the nexus requirement appears to have been removed for certain SPVs. This could widen the options available to international businesses and private clients considering Abu Dhabi-based holding or transaction vehicles.

That does not make an SPV suitable by default.

The vehicle still needs a clear purpose. Ownership, control rights, authorised activities, records, provider responsibilities and the wider tax and reporting position all need to be examined together.

Easier formation may reduce an administrative barrier, but it does not resolve the underlying governance question: who is meant to control the vehicle, for what purpose, and with what evidence?

For UAE-connected families and corporate groups, the practical review should cover:
— the reason for using the vehicle;
— the relationship between the SPV and operating assets;
— decision-making authority; and
— continuity if the service provider or adviser changes.

The regime may offer more flexibility. The control framework still has to be built deliberately.