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RegulatoryUnited Arab Emirates·Oct 20256 min
VC fund structures in DIFC/ADGM for LatAm theses
How Colombian and Mexican capital is structuring venture funds in the UAE to invest in MENA and Latin America simultaneously.
By T&C Consulting Group
The new MENA-LatAm corridor
Institutional capital flow from UAE to LatAm grew 47% in 2025 (Mubadala, ADQ, Abu Dhabi Investment Office). In parallel, Latin American managers are setting up funds in DIFC and ADGM to attract Gulf sovereign LPs and deploy on both sides.
Vehicle of choice: Investment Limited Partnership (ILP)
ADGM Investment Limited Partnership is the most adopted structure due to:
- Familiarity for sophisticated LPs (Delaware-like).
- 0% Corporate Tax if qualifying as QFZP.
- Limited Partners protected by corporate veil.
- General Partner typically ADGM SPV or DIFC Ltd.
Regulatory categories
| Category | Min LP | Marketing | Manager license |
|---|---|---|---|
| Qualified Investor Fund | USD 500k | Professionals only | FSRA Cat 3C |
| Exempt Fund | USD 50k (≤100 LPs) | Private | FSRA Cat 3C |
| Public Fund | None | Public | FSRA Cat 3A/3B |
Most LatAm-focused funds operate as Exempt Fund due to lower regulatory capital (USD 250k vs USD 500k).
Setup time and costs
- ILP + GP SPV: 8-12 weeks with pre-existing FSRA manager.
- Year 1 cost: USD 60-90k (regulatory + setup + audit).
- Annual renewal: USD 35-45k.
Why LatAm is looking at UAE
- Access to Gulf sovereign LPs and family offices (PIF, ADIA, Mubadala).
- Ability to co-invest between MENA and LatAm theses from a single vehicle.
- Tax-neutral treatment for GP carry.
- More predictable regulatory framework than traditional offshore jurisdictions.