The ADGM Restricted Scope Company

Most jurisdictions offer one trade-off on corporate transparency: either your directors and shareholders appear on a public register or the jurisdiction has a reputation problem. The RSC is ADGM’s attempt at a third option — reduce what the public sees while the regulator sees everything.

ADGM describes it as “a unique ADGM legal structure offering limited information disclosure on the public register but full disclosure to the ADGM Registrar”[ADGM — SPV brochure], and elsewhere as “the discreet ‘Restricted Scope Company’ SPV where public disclosure is limited”, subject to meeting qualifying criteria and the Registrar’s approval.

Note the framing in both: discretion, not secrecy. The information exists, is filed, and is available to the authority. What changes is who else can look it up.

DIFC has no equivalent, which is a genuine point of difference between the two centres and part of why certain family and sovereign-adjacent structures choose Abu Dhabi. See ADGM vs DIFC.

This is the section that decides whether the rest of the page is relevant to you, so it comes early rather than buried under features.

The test is at section 3(4) of the Companies Regulations 2020. A company may only be registered as a restricted scope company if it falls within one of these [ADGM — Companies Regulations 2020]:

1. A subsidiary undertaking of another body corporate that prepares and publishes group accountsunder the Regulations, or under such other enactment as the Registrar may recognise. The logic is that the information is already public somewhere — in the parent’s consolidated accounts — so requiring it again at subsidiary level adds disclosure without adding transparency.
2. A subsidiary undertaking of a body corporate incorporated by a Federal Law, or by a law of any Emirate of the UAE.This is broader than the “Emiri decree” formulation that circulates in secondary material: it reaches any body corporate created by federal or Emirate-level legislation.
3. A company 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.

Route three is widely misdescribed, so it is worth being exact. It is nota “subsidiary of a Single Family Office” test, and there is no requirement for a family office to exist first. The Regulations ask who owns the company: one natural person, or a family group. An individual can hold an RSC directly.

What that does not mean is that the RSC is available on request. Route three is expressly subject to the Registrar’s discretion, so meeting the ownership description is necessary rather than sufficient — and the ordinary SPV, which has no such gate, does not carry the same disclosure limits.

What “the same family” means

The Regulations define it generously. Members of the same family are individuals who are related, including blood relations, step-children and adopted children, together with all ancestors and descendants of those individuals, and any blood relations, step-children and adopted children of those ancestors and descendants[ADGM — Companies Regulations 2020]. The term descendant extends perpetually.

A step-child means a person who is, to the Registrar’s satisfaction, the direct offspring of at least one member of the same family; an adopted child means a person treated to the Registrar’s satisfaction as the child of the founding member or any member of the family [ADGM — Companies Regulations 2020].

The restriction that makes this hard to unwind

If the company is registered under the family group limb — section 3(4)(c)(ii) — then a transfer of ownership to a person outside that statutory family definition is void [ADGM — Companies Regulations 2020].

Void, not voidable, and not merely a breach to be remedied. That is a hard limit on any transaction bringing in an outside owner: a sale to a third party, an equity investor, or an employee share plan. If there is any prospect of outside ownership, the family-route RSC is the wrong vehicle, and finding that out at the term-sheet stage is expensive.

The Registrar also retains approval over each application, so satisfying a category is necessary rather than sufficient.

A distinction that is constantly muddled

The three routes above are not the same as ADGM’s “exempt applicant” list, and several secondary sources conflate them. They answer different questions:

• The RSC routes decide whether you may have limited public-register disclosure.
• The exempt-applicant test decides whether you must appoint an ADGM company service provider. That one covers subsidiaries of persons exempt under the Commercial Licensing Regulations (Exemptions) Order, authorised persons under the FSMR 2015, entities licensed by the Central Bank of the UAE, companies traded on a UAE regulated market, and companies that satisfy the Registrar of substantial UAE assets, turnover and employees plus adequate governance [ADGM — SPV brochure]. The Order is reissued frequently — the current one is the Exemptions Order 2025, published 10 April 2025, which repealed the 2024 Order [ADGM — Exemptions Order 2025]. Anything citing the 2020 Order by year is working from a repealed instrument.

A company can meet one and not the other. If someone tells you that you qualify for an RSC because you are “exempt”, they are answering a different question.

The concession is on the public register. The Registrar receives full disclosure in every case [ADGM — SPV brochure].

What the concession actually consists of

“Limited information disclosure” is ADGM’s summary phrase. The Regulations are more specific, and the specifics are what you can rely on[ADGM — Companies Regulations 2020]:

• Section 121(1)(b)— the register and list of members’ names must be open to any member, but the requirement to open it to any other person on payment of a fee does not apply to a restricted scope company.
• Section 122 — an RSC may decline any inspection request from a non-member without applying to the Court. An ordinary company must, within five working days, either comply or go to Court.
• Section 125, on information as to the state of the register, does not apply to restricted scope companies.
• Section 153(9) — the equivalent non-member inspection right over the register of directors is disapplied.

So the protection is specifically against public and third-party inspection of the members and directors registers. Members keep their rights in full.

A second set of carve-outs nobody mentions

This one is not about disclosure at all, and it does not appear in any brochure. The Regulations exempt restricted scope companies from six members’ approval requirements for directors’ transactions [ADGM — Companies Regulations 2020]: directors’ long-term service contracts (s.177), substantial property transactions (s.179), loans to directors (s.186), quasi-loans to directors (s.187), loans or quasi-loans to persons connected with directors (s.189), and credit transactions (s.190).

Weigh this properly, because it cuts both ways.In a wholly-owned or single-family vehicle where the members and the directors are the same people, requiring members to approve a director’s loan is ceremony, and removing it is a sensible simplification. Introduce an outside or minority holder, though, and those six sections are exactly the protections that holder would otherwise have had. If an RSC will ever have members who are not its directors, put the equivalent protections in the articles or a shareholders’ agreement, because the Regulations no longer supply them.

There is a second concession, and it is confirmed in ADGM’s own Schedule of Fees rather than in a summary of it: the annual filing schedule states that the Annual Accounts and Reports requirement applies to companies except Restricted Scope Companies, and to LLPs [ADGM RA — Schedule of Fees].

Read that precisely. It is relief from filing, not from keeping proper accounting records, and ADGM’s position is that an RSC files if the Registrar gives notice to deliver accounts. Building a structure on the assumption that accounts will never be called for is building on a permission that can be withdrawn.

For comparison, ADGM says of its Foundationsthat there are “no individuals’ names on public register”[ADGM — Foundations regime] — so if the objective is keeping names off a public record and the assets are family wealth, a Foundation may reach it more directly than an RSC, and without the subsidiary requirement.

Worth stating plainly, because the gap between what people hope and what it delivers is where the disappointments live.

• It is not anonymity.The Registrar holds everything. ADGM’s own framing is that limited public disclosure preserves confidentiality “whilst maintaining transparency where required, in order to fulfil the objectives of ADGM in relation to reporting standards and international treaties to which UAE is party”[ADGM — Foundations regime].
• It does not remove beneficial ownership obligations.
• It does not affect tax residence or reporting. UAE corporate tax is federal and the Qualifying Free Zone Person test applies regardless of disclosure level.
• It does not shortcut a bank.Account opening due diligence is the bank’s process, not ADGM’s, and a structure chosen for discretion often drawsmore questions there, not fewer.
• It does not change what an SPV may do. An SPV registered as an RSC is still an SPV: it cannot conduct operational business or hire staff[ADGM — SPVs], and it still has to satisfy the Nexus Requirement[ADGM RA — SPV Guidance Note].

ADGM charges an additional USD 3,100[ADGM RA — Schedule of Fees] to register as a Restricted Scope Company, on top of the fees applicable to the entity, and subject to the requirements set in the Companies Regulations [ADGM RA — Schedule of Fees].

So for an SPV registered as an RSC, the Registration Authority’s charges are USD 1,900[ADGM RA — Schedule of Fees] plus USD 3,100. That is a material multiple of the base SPV fee, and it is the right moment to ask what the disclosure limitation is actually worth to you — a question worth answering before the application, not after.

As everywhere on this site, these are government charges only. They exclude the registered office, any company service provider, and professional fees.

Figures from the ADGM Schedule of Fees, version dated January 2025. Fees, tax rules and requirements change. Verify current figures with the ADGM Registration Authority, the FSRA and the UAE Ministry of Finance before acting. This page is general information, not legal or tax advice.

For most readers the decision is made for them by the eligibility test. Where there is a genuine choice:

Take the ordinary SPV if the structure is straightforward, the parties are comfortable appearing on a register, and the additional USD 3,100 buys nothing you need. This covers the large majority of holding structures.

Consider the RSCwhere there is a specific, articulable reason the shareholding should not be publicly searchable — a family office managing wealth across generations, a group whose commercial arrangements would be legible from a subsidiary register, a government-related entity. “I would prefer privacy” is a preference; those are reasons.

Consider a Foundation insteadif the real objective is succession and keeping names off a public record. ADGM states Foundations carry no individuals’ names on the public register [ADGM — Foundations regime], they need no parent company, and they can be established with initial assets of USD 100[ADGM — Foundations regime]. See ADGM Foundations.

An RSC is a registered ADGM company and carries the obligations of one:

• Annual renewal of the commercial licence, and the separate USD 300[ADGM RA — Schedule of Fees] data protection renewal[ADGM RA — Schedule of Fees]. On the surcharge: ADGM’s schedule states the USD 3,100 is applicable “to register as a Restricted Scope Company” and says nothing about renewal. Some secondary sources describe it as applying to register or renew. We follow the schedule, which is the controlling document — but since the two readings differ by USD 3,100 a year, confirm it with your provider before committing to a long-term budget.
• A registered office in ADGM at all times [ADGM RA — Schedule of Fees].
• Proper accounting records, whether or not accounts are filed.
• Filings on change of directors, shareholders, address or share capital — to the Registrar, in full, exactly as any other company.
• Federal corporate tax registration and filing.