Non-exempt SPVs and foundations

service

Under ADGM's CSP Framework, setting up and maintaining a non-exempt SPV or foundation requires an ADGM licensed Company Service Provider.

The licensed CSP’s role includes to manage the incorporation process and ongoing statutory filing requirements of the SPV or foundation, on its behalf. 

A list of all ADGM licensed Company Service Providers is available here.

What is a non-exempt SPV / Foundation?

Under section 296A(1) of the Companies Regulations 2020, a company conducting a business activity of being a special purpose company or vehicle must at all times have a company service provider, unless exempt. An SPV that does not meet the exemption criteria is a non-exempt SPV. 

Similarly, under section 18(1) of the Foundations Regulations 2017, a Foundation must at all times have a Company Service Provider, licensed pursuant to the Commercial Licensing Regulations 2015 to carry out the controlled activity of providing company services (non-exempt foundation), unless exempt. A foundation that does not meet the exemption criteria is a non-exempt foundation.

If you are unsure of whether your SPV or foundation could be exempt, and therefore not required to have a CSP, you can use our quick tool available on the Guidance and Resources page. 

Appointing a CSP

The effective date of the framework was 12 July 2021.

New Applicants for a non-exempt SPV or Foundation

All new applications to incorporate a non-exempt SPV or foundation must now be submitted by an ADGM licensed CSP.

A list of all ADGM licensed Company Service Providers is available here.

 

Existing non-exempt SPVs and Foundations

Existing non-exempt SPVs and Foundations (i.e. those SPVs and Foundations incorporated prior to the effective date) must appoint an ADGM licensed CSP during the transition period, which runs to 12 July 2022.

There are two scenarios regarding when the CSP appointment must be made, which depends on when the existing SPV or foundation was incorporated, as set out in the table below

Scenario 1
Non-exempt SPVs/FDNs incorporated on or before 12 April 2021
Required to appoint a CSP at its next commercial licence renewal date OR the end of 12 months from the effective date*, i.e.12 July 2022, whichever is the earlier. 
Scenario 2
Non-exempt SPVs/FDNs incorporated after 12 April 2021 and before the effective date (i.e. July 2021)
 
(that is the period between 13 April 2021 to 12 July 2021)
Required to appoint a CSP no later than its first commercial licence renewal date.
 

SPVs and foundations are required to notify the Registrar of the appointment or cessation of a CSP within fourteen (14) days of the appointment or cessation.

Guidance and forms

To assist non-exempt SPVs and foundations, the Registration Authority has issued forms and guidance available below.