Home / DIFC & ADGM

Common-law structures
in DIFC and ADGM

The UAE's two common-law financial free zones have their own laws, courts, registrars and regulators. We structure holding vehicles, SPVs and foundations inside them.

USD 1,900ADGM SPV, total to establish

USD 1,100DIFC Innovation Holding, year one

USD 1,000ADGM foundation application

2Common-law jurisdictions in the UAE

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Fit

Who these jurisdictions actually suit

DIFC and ADGM are premium jurisdictions. They are the right answer for a narrow set of mandates and the wrong answer for most trading businesses.

✓ Holding structures and asset ring-fencing — The core use case. A passive vehicle that isolates financial and legal risk by ring-fencing assets and liabilities.

✓ Funds and fund management — Regulated financial services, funds and fund managers sit under the DFSA in DIFC or the FSRA in ADGM.

✓ Family offices and succession — Foundations, family office structures and succession planning. DIFC also runs a well-established Wills service for non-Muslim expatriates.

✓ Joint ventures needing a neutral forum — Counterparties that will not accept a mainland court get a common-law forum with its own judiciary.

✓ Not for a trading SME or consultancy — Cost is materially higher and mainland access is no freer than an ordinary free zone. An ADGM SPV cannot trade or employ staff at all.

✓ Not a route to 0% tax — The Qualifying Free Zone Person test is the same test that applies in any other free zone. We say so before you spend anything.

Comparison

DIFC versus ADGM, side by side

Both are common-law. They differ in how that common law arrives, who regulates, and what a holding vehicle costs.

Factor	DIFC	ADGM
Emirate	Dubai	Abu Dhabi
Legal basis	DIFC's own laws	Direct application of English common law
Financial regulator	DFSA	FSRA
Registrar	Registrar of Companies (ROC)	Registration Authority (RA)
Courts	DIFC Courts	ADGM Courts
Fees quoted in	USD	USD
Cheap holding vehicle	Innovation Holding Structure Licence, USD 1,100 year one	Special Purpose Vehicle, USD 1,900
Foundation	Available	USD 1,000 application plus USD 200 annual renewal
Restricted public disclosure	Not captured in our verified set	Restricted Scope Company, for certain categories of client
Wills for non-Muslim expatriates	DIFC Wills Service, well established	Not offered
Notary service in English	DIFC Courts Notary, the only UAE notary issuing certified true copies in English, remotely	Not offered
Share capital	Set by entity type under the ROC schedule; we confirm with the registrar before incorporation	Set by entity type under the RA schedule; we confirm with the registrar before incorporation
Mainland trading access	No freer than an ordinary free zone	No freer than an ordinary free zone; an SPV cannot trade at all

Scope

Regulated versus non-regulated vehicles

The single most important distinction before you plan a budget or a timeline. They are two different exercises.

✓ Non-regulated is a registrar matter — SPVs, foundations, holding structures and commercial licences are handled by the ROC in DIFC or the RA in ADGM. Fees are published and the process is digital.

✓ Regulated is an authorisation matter — Financial services means DFSA or FSRA authorisation, capital requirements and approved individuals. That is a specialist authorisation exercise, not a registration.

✓ We do not advise on financial services authorisation — Categories, capital requirements and approved individuals are out of our scope. We refer that work to a specialist and say so at the outset.

✓ An ADGM SPV is passive by definition — No operations, no staff. It exists to hold assets and isolate risk. If you want to trade or hire, the SPV is the wrong vehicle.

✓ Both are Competent Authorities for tax — DFSA and FSRA are named Competent Authorities under Ministerial Decision 265/2023 for the regulated qualifying activities.

✓ A Company Service Provider is mandatory — Since 12 July 2021, incorporating a non-exempt ADGM SPV or foundation requires a registered CSP. There is no way round it.

Authority fees

The fees we have verified

These are authority fees payable to the registrar, not My Eloah fees. ADGM reduced its commercial licence fees from January 2025 and held the SPV category unchanged at USD 1,900.

Jurisdiction	Item	Authority fee
ADGM	SPV: application for reserving a name	USD 200
ADGM	SPV: application for registration of a company, inclusive of a USD 300 Data Protection registration fee	USD 700
ADGM	SPV: issuance of commercial licence	USD 1,000
ADGM	SPV: total to establish	USD 1,900
ADGM	Foundation: application	USD 1,000
ADGM	Foundation: annual renewal	USD 200
DIFC	Innovation Holding Structure Licence	USD 1,000 annual plus USD 100 one-off registration
DIFC	AI & Web 3.0 Licence	USD 1,500 annual plus USD 100 one-off registration
DIFC	Standard commercial licence categories	Not captured in our verified set; retrieved from the DIFC Handbooks & Fees schedule before we quote
Federal	Attestation of a foreign commercial document at MOFA	AED 2,000 per document

Budget

What a realistic budget itemises

The registrar fee is rarely the largest line. Build the budget around all of it before you commit to a structure.

✓ Registration and licence — The verified authority fees above. In DIFC the application for the certificate of registration, incorporation or continuation is also the application for the commercial licence.

✓ Company Service Provider fee — Commercial, unpublished and recurring. It often exceeds the government fee. We obtain quotes rather than estimate.

✓ Registered office address — Required in both jurisdictions. For ADGM non-exempt vehicles it is usually bundled with the CSP, which also handles ongoing statutory filings.

✓ Annual renewal — ADGM foundation USD 200. DIFC innovation licences USD 1,000 to 1,500. DIFC renewal is due to the ROC no later than 30 days after the expiry date.

✓ Attestation, audit and legal drafting — MOFA attestation of foreign corporate documents at AED 2,000 per commercial document, audit where required and always for a QFZP claim, plus drafting of charters and shareholder arrangements.

✓ The nexus test, before anything else — Every ADGM SPV must show an appropriate connection to ADGM, the UAE and/or the GCC region. A structure with no regional link will not be registered.

Fee guide

Our fee for this

Fees shown on this page are authority fees payable to the registrar. My Eloah professional fees are quoted per mandate once the structure is defined.

Government charges are separate and are paid to the authority, not to us.

FAQ

Common Questions.

No. Both are premium jurisdictions and the cost is materially higher than mainland or an ordinary free zone. We never present them as a cheap alternative. If cost is the driver, the answer is a different jurisdiction.

The Qualifying Free Zone Person test is the same test that applies in any other free zone. Holding shares for investment for 12 months or more, and headquarter or treasury services to Related Parties, are Qualifying Activities. DFSA and FSRA are the Competent Authorities for the regulated ones. An audit is always required for a QFZP claim.

No. An SPV is a passive holding company, used to isolate financial and legal risk by ring-fencing assets and liabilities. It cannot conduct operational business and it cannot hire. If you need to trade or employ, we structure a different vehicle.

For a non-exempt ADGM SPV or foundation, yes. Since 12 July 2021 a registered CSP is mandatory. The CSP manages incorporation, provides the registered office address and completes ongoing statutory filings. ADGM publishes a guidance tool to test whether an application is exempt, and a list of licensed CSPs.

A separate legal system with its own courts and registrar. ADGM applies English common law directly; DIFC operates its own body of law. Both give a neutral forum counterparties recognise, their own employment law instead of FDL 33/2021, and their own beneficial ownership regime rather than Cabinet Decision 109/2023.

Only two DIFC categories are verified in our fee set: the Innovation Holding Structure Licence and the AI & Web 3.0 Licence. Standard categories sit in the DIFC Handbooks & Fees schedule, which we retrieve before quoting. We would rather retrieve the current figure than give you one we cannot stand behind.

Talk to a consultant

Which jurisdiction fits your structure?

Send us the outline and we will come back with the vehicle, the authority fees and the honest constraints.

Tell us your situation and a consultant replies with what actually applies to you, what it costs and what we need from you to start.

Common-law structures in DIFC and ADGM