ADGM

TL;DR

Abu Dhabi's English-common-law financial free zone: Cayman/Delaware-style law, 100% foreign ownership, zero CT. Popular for VC funds and tech holdcos.

Abu Dhabi Global Market (ADGM) is a financial free zone established in 2015 with its own English common-law regulator (the FSRA) and an independent ADGM Courts system staffed by UK judges. It offers 100% foreign ownership, no withholding tax on dividends or interest, no foreign-exchange controls, and a familiar Cayman/Delaware-style company law — making it the default choice for MENA-based VC funds and the holdco of choice for regional tech startups raising international capital.

MENA founders often structure as 'Topco in ADGM, OpCos in mainland UAE / Saudi / Egypt' so that foreign investors can take preferred shares under recognisable English-law documents while operating subsidiaries deal with local commercial regulation. ADGM's SPV regime ($1k initial fee, no minimum capital) is also popular as a holding structure for individual angel cheques.

Worked example

A Cairo-headquartered fintech restructures pre-Series-A: a new ADGM Topco issues preference shares to international investors under English-law SHA, and the Egyptian OpCo becomes its wholly-owned subsidiary. ADGM SPV setup cost ~$8k all-in and unlocked $14M of UK and Singapore VC investment.

Common pitfalls

• Setting up an ADGM company without a real office presence and triggering 'economic substance' issues.
• Assuming UAE corporate-tax rules don't apply to ADGM entities — the 9% federal corporate tax now does, with limited exemptions.
• Choosing ADGM over DIFC purely on cost without weighing where the lawyers, banks, and investors prefer to litigate.

When this shows up in a pitch deck

MENA Series A decks call out 'ADGM Topco, Egyptian and Saudi OpCos' on the corporate-structure slide.

Related terms

• DIFC — Dubai's English-common-law financial free zone, regulated by the DFSA with its own DIFC Courts. Preferred holdco for MENA fintechs and asset managers.
• Free Zone Company — UAE company in one of 45+ specialised free zones (DMCC, RAKEZ, Hub71): 100% foreign ownership, zero personal tax, but limited mainland trading.
• Mainland LLC (UAE) — UAE limited-liability company under federal commercial law, free to trade across the UAE mainland. Foreign ownership up to 100% in most sectors.
• Golden Visa (UAE) — 10-year renewable UAE residency visa for investors, founders, and high-skill specialists, decoupled from employer sponsorship — a talent lever.
• Term Sheet — A non-binding document outlining the principal terms of a proposed financing, used to align investor and founder before legal documents are drafted.

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