
The other day one of our founders said he wants to move his holding company (HoldCo) from ADGM to New Mexico. Albuquerque? :P Jokes aside, this was the first time we’d heard New Mexico floated as a jurisdiction.
If you’re a founder, where is your HoldCo domiciled? Did you opt for the US or EU, or did you stay in the region? Or are you deciding right now? Then this one’s for you.
At the moment, half of our active portfolio’s HoldCos sit in ADGM. The other half splits between Delaware, the Netherlands, and Cayman Islands. And BVI, the jurisdiction that used to show up like mushrooms after rain, has basically gone quiet. We had to go check if it still existed.
Well, BVI used to win by being cheap and invisible. The current winners are winning by being visible in exactly the right way.
Our portfolio mirrors a real, documented shift, and it says a lot about what global capital now expects from a MENA startup’s plumbing.
Some highlights before we dive in:

The BVI decline is a documented trend
BVI got grey-listed by FATF (*Financial Action Task Force) in June 2025. That’s not a paperwork inconvenience; it means EU counterparties now owe extra due diligence on anything touching a BVI entity, and AIFMD 2.0 (*European Union’s Alternative Investment Fund Managers Directive; effective April 2026) restricts marketing funds domiciled in AML grey-zone jurisdictions into the EU altogether. Add to that a jurisdiction that, until December 2025, had no searchable ownership register. For a place with roughly 12 companies per human, that’s a lot of vagueness to explain to an LP. BVI didn’t get worse at being cheap and fast. It got worse at being trusted.
Two regional mobility behemoths have a BVI skeleton in their (corporate) closet: Careem’s pre-Uber structure ran entirely through BVI. Careem Inc. and its subsidiaries were all BVI entities, with only the operating company sitting in the UAE. Swvl did the same for its 2022 Nasdaq SPAC listing. A textbook old-era playbook.
ADGM’s rise
Meanwhile Abu Dhabi quietly built the thing everyone actually wanted: a jurisdiction that applies English common law directly – not “inspired by” directly – so a ruling in London carries real precedent weight in Abu Dhabi courts. It’s whitelisted, which means banks in London, Zurich, and Singapore will actually open an account for an ADGM entity without three rounds of extra KYC. And it supports continuance, so an old BVI or Cayman structure can migrate in without dissolving anything. ADGM is increasingly pitched as the Switzerland of the Middle East for holding pan-regional GCC assets: neutral, credible, and now the default rather than the exotic choice.
Delaware vs. Netherlands
Delaware is still the password you need to say if you want US institutional VC in the round, but it’s having its own moment of doubt. A real DEXIT (*Delaware Exodus) is underway, with companies reincorporating in Texas or Nevada after a string of Chancery Court rulings that founders (loudly) called judicial overreach. It’s not falling off a cliff. It’s just no longer the only obvious answer.
The Netherlands, on the other hand, is quietly becoming the default for one specific type of founder in our portfolio: Egyptian. A Dutch B.V. gets you genuine EU market access, an Innovation Box tax regime, and instant credibility with the European DFI crowd (FMO, Proparco and its peers) that shows up heavily in Egyptian rounds. Yes, you’re paying up to 25.8% corporate tax for the privilege – steep next to ADGM’s 0% – but if the growth story is “we’re expanding into Europe,” neither a Delaware LLC nor an ADGM entity says that.
For example, Wasoko–MaxAB’s merger (2024) structuring leaned Dutch. Prior to the merger, MaxAB had already structured its parent corporate entity as a Dutch B.V., and the merged group is a B.V. company.
What you should be watching
DIFC: ADGM’s sibling and low-key rival. Same whitelisting, same common-law backbone, same continuance flexibility, but riding on Dubai’s deeper, older banking ecosystem. The real difference isn’t finance vs. tech because both play in fintech. DIFC is where the big, established players already live (banks, asset managers, hedge funds with existing regulator relationships), while ADGM has become the faster, cheaper default for startups, SPVs, and holding structures specifically. Expect the two to keep converging rather than one clearly winning.
Saudi Arabia: The one to watch, but with a catch. The RHQ program isn’t just an incentive anymore; it’s turning into a gate. If you want to win a government contract or PIF capital, you increasingly need actual Saudi presence, not a nameplate. In exchange you get a 30-year exemption from the 20% corporate tax. Over 700 multinationals have already taken the deal. We’ll be watching how many of our own portfolio companies quietly pick up a Riyadh office before their next fundraise.
Cayman Islands: Cayman is basically what BVI used to be, before BVI got sloppy. Same zero-tax pitch, but currently cleaner on paper (Cayman got off the FATF grey list back in 2023, two and a half years after being placed on it), and it survives specifically because it’s still the jurisdiction global underwriters expect to see on the way to a real listing. For a certain kind of founder, it’s still the answer: if the endgame is a big VC round or a Nasdaq listing, investors often prefer a “Cayman flip” over a Delaware stack. It’s pricier to set up and maintain than the free zones, and in our region it shows up more as the wrapper around a fund than around a startup HoldCo. (*A Cayman flip: inserting a Cayman parent above the operating company, because most US VC funds simply won’t invest without one.)
4 bigger patterns
Zoom out and observe:
1/ capital is consolidating into fewer, cleaner, whitelisted hubs (opaque islands are out, common-law free zones are in);
2/ the “zero tax forever” pitch is dying everywhere, replaced by real substance requirements;
3/ MENA funding itself is pooling geographically into fewer cities (Dubai, Abu Dhabi, Riyadh), so where the money sits is starting to dictate where the HoldCo sits; and
4/ instead of one jurisdiction winning outright, we’re heading toward a two-layer stack: ADGM or DIFC for fundraising credibility, Saudi RHQ underneath it if PIF or government revenue actually matters to the business.
BVI won by being cheap and invisible. The new winners are winning by being visible in exactly the right way.
P.S. If you’re looking for a US jurisdiction, don’t move your HoldCo to New Mexico -- as tempting as it may sound. Dirt-cheap fees and zero annual reporting, sure, but you lose the one thing Delaware actually sells: 125+ years of case law and a judge who’s seen your cap table dispute before. Delaware still wins.
BVI era seems to be over. It got grey-listed by FATF in 2025, so startups are fleeing for cleaner, whitelisted jurisdictions. ADGM (and sibling DIFC) are the new regional default: common-law, bank-friendly, Gulf-proximate. Delaware still wins US VC credibility but is losing some shine to a judicial-overreach backlash. Netherlands wins EU access (steep tax, but Egyptian founders are increasingly picking it). Cayman is basically “BVI before it got sloppy.” Saudi’s RHQ program isn’t a jurisdiction choice, it’s a gate: no RHQ, no government contracts. Four hubs, one pattern: capital wants clean, whitelisted, and visible.
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