The ADGM private company limited by shares

Nothing exotic — a limited company, in the sense any common-law lawyer would recognise. Share capital, shareholders whose liability is capped at the unpaid amount on their shares, directors who run it, and no ability to offer shares to the public[ADGM RA — Schedule of Fees].

The reason it deserves its own page is that people arrive at ADGM having read about the SPV at USD 1,900 and try to fit a trading business into it. That does not work: SPVs cannot conduct operational business or hire staff[ADGM — SPVs]. If the entity will do anything, this is the structure, and the correct comparison is USD 5,800 rather than USD 1,900.

The same form is used for financial services firms, which sit in Category A and require FSRA authorisation first[ADGM RA — Schedule of Fees].

One question settles it: will the entity operate?

Take the private company if it will sell anything, invoice anyone, employ anyone, or sponsor a residence visa. Also if you simply want optionality — an SPV that later needs to trade has to be replaced, not upgraded.

Take the SPV if it will only hold — shares, property, intellectual property, a joint venture interest — and you can satisfy the Nexus Requirement[ADGM RA — SPV Guidance Note]. It is charged under ADGM's specialised column at roughly a third of the cost.

A common and sensible arrangement is both: a private company that trades, with an SPV above or beside it holding the assets that should not be exposed to trading risk. See ADGM holding companies.

From ADGM's Legal Entity Types guidance[ADGM RA — Legal Entity Types]:

Three points that matter more than the table suggests.

Directors and shareholders can be corporate. Both may be a body corporate rather than an individual — but where more than one director is appointed, at least one must be an individual[ADGM RA — Legal Entity Types]. So a single corporate director is permitted; two corporate directors are not.

The authorised signatory must be a natural person. There is always at least one human attached to the entity, whatever sits above it.

No minimum share capital. A private company can be incorporated with nominal capital, which is the usual arrangement. Shareholder liability is limited to the amount paid or unpaid on their shares[ADGM RA — Schedule of Fees] — so the capital figure decides the size of that unpaid exposure, not the cost of entry.

⚠️ These figures come from ADGM's entity guidance VER1.1, dated September 2017, whose own disclaimer says it should be read with the Companies Regulations 2015 — replaced by the 2020 Regulations. ADGM still publishes it, but confirm against the current Regulations[ADGM Legislation] before relying on a minimum.

The process is the standard ADGM registration: confirm the activity and category, reserve the name, assemble documents, secure a registered office, and file through the ADGM Online Registry Solution[ADGM RA — Registration & Incorporation].

Points specific to an operating company:

• The activity description matters more than for a holding vehicle. Non-financial activities on one licence must be complementary — forming a logical business proposition together[ADGM — Permitted Activities]. Padding the list does not work here.
• Articles of association — ADGM's model articles, model with amendments, or bespoke[ADGM — SPV brochure]. Bespoke articles are worth the cost where there is more than one shareholder.
• Premises, not just an address. Every entity needs a registered office[ADGM RA — Schedule of Fees], but a business with staff needs somewhere for them. See ADGM office space.
• No attestation of corporate documents is required — a certified copy, certified within three months, is what the Registrar asks for[ADGM — SPV brochure].

ADGM's expected timeframe is approval within 10 business days for a complete application[ADGM — Setting up FAQs].

Appointing yourself director of an ADGM company is not a formality. The Companies Regulations 2020 codify seven general duties at sections 161 to 167, and they are owed by a director to the company[ADGM — Companies Regulations 2020].

The duties are:

1. To act within powers — act in accordance with the company's constitution, and only exercise powers for the purposes for which they are conferred[ADGM — Companies Regulations 2020].
2. To promote the success of the company.
3. To exercise independent judgment.
4. To exercise reasonable care, skill and diligence.
5. To avoid conflicts of interest.
6. Not to accept benefits from third parties.
7. To declare an interest in a proposed transaction or arrangement[ADGM — Companies Regulations 2020].

What "promote the success of the company" actually requires

This one is more demanding than its name suggests. A director must act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole — and in doing so have regard, amongst other matters, to[ADGM — Companies Regulations 2020]:

• the likely long-term consequences of any decision;
• the interests of the company's employees;
• the need to foster business relationships with suppliers, customers and others;
• the impact of operations on the community and the environment;
• the desirability of maintaining a reputation for high standards of business conduct; and
• the need to act fairly as between members.

The test is what the director genuinely considers in good faith, so it is not second-guessed with hindsight — but the listed factors have to be actually had regard to. In practice that is an argument for board minutes that record the reasoning, not just the resolution.

Two qualifications. Where the company's purposes include purposes beyond the benefit of members, the duty reads as achieving those purposes instead[ADGM — Companies Regulations 2020]. And the duty has effect subject to any rule of law requiring directors, in certain circumstances, to consider or act in the interests of creditors[ADGM — Companies Regulations 2020] — the shift that matters when the company approaches insolvency.

Three traps in the scope provision

Duties survive resignation. A person who ceases to be a director continues to be subject to the conflicts duty as regards exploitation of any property, information or opportunity of which they became aware while a director, and to the no-benefits duty as regards things done or omitted before they left[ADGM — Companies Regulations 2020]. Resigning does not release a corporate opportunity.

Shadow directors are caught. The general duties apply to shadow directors where, and to the extent that, the corresponding common law rules or equitable principles so apply[ADGM — Companies Regulations 2020]. A shareholder who directs the board without being appointed can attract the duties without the title.

The common law comes with them. The duties are based on certain common law rules and equitable principles and have effect in place of them; they must be interpreted and applied in the same way, with regard had to the corresponding rules and principles[ADGM — Companies Regulations 2020]. So the codified list is a gateway to English case law rather than a self-contained checklist — which is exactly how English law applies in ADGM generally.

Registration Authority fees for Category B[ADGM RA — Schedule of Fees]: name reservation USD 200, application for incorporation USD 300, commercial licence USD 200, business activity fee USD 4,800, data protection USD 300 — USD 5,800 total. Renewal is USD 5,300 (licence, activity and data protection).

Retail activity (Category C) is USD 2,800 and USD 2,300. Financial activity (Category A) is USD 17,000 and USD 16,500 before any FSRA fees.

ADGM halved the non-financial licence fee from January 2025[ADGM — 2025 fee reduction], so older figures are roughly double.

Not included: the registered office and its lease registration fee, premises, visas for staff, accounting and audit, and corporate tax registration[UAE Ministry of Finance]. For a business with people, those exceed the government charges comfortably — see the full cost breakdown.

• Annual licence renewal, plus the USD 300 data protection renewal — which ADGM requires to be submitted separately from the licence renewal[ADGM RA — Schedule of Fees]. The most commonly missed obligation in ADGM.
• A registered office in ADGM at all times[ADGM RA — Schedule of Fees].
• Annual accounts and reports, which apply to companies — ADGM's filing schedule excludes only Restricted Scope Companies from that requirement[ADGM RA — Schedule of Fees].
• Filings on change of directors, shareholders, address or share capital.
• Employment obligations under the Employment Regulations 2024 once you hire.
• Federal corporate tax registration and filing, and VAT above the threshold[UAE Ministry of Finance].