Family offices in ADGM

The single most useful thing to understand is that no one entity does all of this.

Succession — the Foundation

Holds assets in its own name, exists perpetually after the founder's death, and is governed by a Charter and By-Laws the founder writes. A Council of at least two runs it; a Guardian supervises the Council and becomes compulsory upon the founder's death[ADGM — Foundations regime].

Asset holding — SPVs

One per asset, or per class of asset, so a dispute or a charge over one does not reach the others. Passive by definition: SPVs cannot conduct operational business or hire staff[ADGM — SPVs].

Operations — a company

If the family office employs investment staff, an administrator or a CIO, that needs a private company at USD 5,800, because the holding vehicles cannot employ anyone.

Confidentiality — possibly an RSC

See below. This is where ADGM does something other jurisdictions do not.

ADGM's Restricted Scope Company offers limited information disclosure on the public register with full disclosure to the Registrar[ADGM — SPV brochure].

It is not generally available. Section 3(4) of the Companies Regulations 2020 allows registration as a restricted scope company only where the company is[ADGM — Companies Regulations 2020]:

1. a subsidiary undertaking of another body corporate that prepares and publishes group accounts;
2. a subsidiary undertaking of a body corporate incorporated by a Federal Law or by a law of any Emirate of the UAE; or
3. directly or indirectly wholly owned by a founding member who is one natural person, or a group of natural persons who are members of the same family, and approved by the Registrar exercising his discretion.

For private families the third route is the relevant one, and it is widely misdescribed as requiring a Single Family Office to exist first, with the RSC as its subsidiary. The Regulations impose no such requirement. What they ask is who owns the company — one natural person, or a family group — so an individual or a family can hold an RSC directly.

What the route does carry is the Registrar's discretion, so ownership alone does not guarantee registration.

The restriction that matters for planning. Where the company is registered under the family-group limb, section 3(4)(c)(ii), a transfer of ownership to a person outside the statutory family definition is void[ADGM — Companies Regulations 2020]. Not voidable — void. If there is any prospect of an outside investor or a third-party sale, this is the wrong vehicle for that asset.

The family definition is drawn widely: blood relations, step-children and adopted children, together with all ancestors and descendants and their blood relations, step-children and adopted children, with descendant extending perpetually[ADGM — Companies Regulations 2020].

ADGM charges an additional USD 3,100 to register as an RSC[ADGM RA — Schedule of Fees].

Note also that a Foundation already carries no individuals' names on the public register[ADGM — Foundations regime]. If confidentiality is the objective, the Foundation may reach it without the RSC and without the surcharge.

Succession planning is the area where the choice of governing law matters most, because the arrangements are tested decades later, by people who did not negotiate them, often in another country.

ADGM applies English common law directly[ADGM Courts — English common law], so trusts, equitable principles and the interpretation of a Charter are governed by a body of law with centuries of authority behind it — and disputes are heard by ADGM Courts, in English, with judges from senior common-law benches[ADGM Courts].

The Foundations Regulations also include firewall provisions designed to assist in protecting beneficiaries' rights and preserving assets from bankruptcy claims, divorce claims and the effect of forced heirship rules[ADGM — Foundations regime].

Keep ADGM's hedge. "Designed to assist in protecting" is their wording and it is honest: firewall provisions govern how ADGM law and ADGM Courts treat a claim. They cannot bind a foreign court applying its own law to assets within its own reach. Any adviser presenting them as absolute is overselling, and on this subject the overselling surfaces at the worst possible time.

A structure that holds and administers the family's own wealth is generally a structuring exercise. A structure that manages money for others, advises on investments, or pools external capital is a financial services question and belongs to the FSRA[FSRA].

The boundary matters because a Category A applicant must apply to the FSRA before the Registration Authority will consider incorporation[ADGM RA — Schedule of Fees], which changes the sequence and the timeline entirely.

The cases worth checking early: bringing in capital from outside the family; charging a management fee; running anything that looks like a fund; or employing a team that advises beyond the family. If any of those are in the plan, resolve the perimeter question before filing anything.

Government fees only, from ADGM's published schedule[ADGM RA — Schedule of Fees]:

• Foundation — USD 1,000 to register, USD 500 a year
• Each SPV — USD 1,900, USD 1,400 a year
• RSC surcharge — USD 3,100 on registration
• Operating company, if needed — USD 5,800, USD 5,300 a year

A typical layered structure is therefore in the low thousands of dollars a year in government charges — which is not the real cost.

The real cost is drafting and administration. A Charter and By-Laws that genuinely reflect a family's intentions are legal work. A company service provider is mandatory for non-exempt Foundations and SPVs and prices at market. Neither is published anywhere, and both exceed the government fees.

A cheap family office structure with a template Charter is a false economy that reveals itself exactly once.