Structuring investment funds in ADGM: key considerations for 2025

The Abu Dhabi Global Market has consolidated its position as the premier fund domicile in the GCC, attracting regional family offices, sovereign-linked vehicles, and international asset managers seeking a credible, English-law jurisdiction with a sophisticated regulatory framework.¹¹

The Financial Services Regulatory Authority has developed one of the most comprehensive fund regimes in the region, offering a range of structures suited to different investor profiles and investment mandates.

For 2025, the key structural options available to fund managers considering an ADGM domicile are the Recognised Incorporated Limited Partnership, the Investment Company, and the Protected Cell Company. Each carries distinct implications for governance, liability allocation, and the nature of the regulatory authorisation required.

The RILP has become the structure of choice for private equity and venture capital managers, combining the familiar limited partnership mechanics of common law jurisdictions with the credibility and regulatory oversight of an FSRA-supervised entity. The authorisation process requires the manager or general partner to hold a Financial Services Permission from the FSRA, with the scope of permission calibrated to the activities being undertaken.

From a commercial structuring perspective, the most significant consideration for 2025 is the interaction between ADGM fund structures and the UAE corporate tax regime, which came into full effect in 2023.²²

Qualifying Investment Funds established in ADGM may benefit from specific treatment under the regime, but the conditions for QIF status require careful analysis, particularly for funds with a mixed investor base or a strategy that includes UAE-sited assets.

Managers considering an ADGM fund launch in 2025 should begin the structuring process at least six months before the intended first close. The regulatory timeline, investor documentation requirements, and the substance considerations for FSRA purposes each require careful management.

Our team advises on ADGM fund structuring as part of a broader transactional practice and is available to discuss specific fund mandates in detail.