We assist you in establishing your Special Purpose Vehicle (SPV) in the DIFC or ADGM, and provide continuous support to ensure your SPV remains compliant with all regulatory requirements.
A Special Purpose Vehicle (SPV) is an independent legal entity designed to mitigate financial and legal risks. SPVs are commonly used to hold specific assets, manage projects, or handle liabilities. These structures are prevalent in sectors like real estate, asset management, and finance. SPVs are typically established within free zones such as the Abu Dhabi Global Market (ADGM) or Dubai International Financial Centre (DIFC), which provide a regulatory framework designed to accommodate the needs of SPVs. By isolating liabilities, SPVs protect the parent company’s assets from risks, and they facilitate financing by allowing businesses to raise funds based on the SPV’s assets, not the parent company’s credit profile.
A holding company is a parent company created to oversee and control several subsidiary businesses or assets. In the UAE, creating a holding company simplifies the management of diverse operations under a single entity, offering centralized control and enhanced asset protection. By separating risks, holding companies allow each subsidiary to operate independently, minimizing potential negative impacts on the corporate structure. Additionally, these companies enjoy tax benefits when set up in free zones, including 0% tax on corporate income and no withholding tax on dividends.
Both SPVs and holding companies are popular in the UAE due to the country’s favorable business environment, attractive tax policies, and strong regulatory support. Together, they provide an efficient way for businesses to manage risks, protect assets, and optimize their financial operations.
SPVs create a safeguard for assets by keeping them separate from the parent company, thus minimizing exposure to financial risks.
By isolating liabilities associated with specific investments or projects, SPVs prevent those risks from affecting the main company.
SPVs can be tailored for various purposes, including real estate investment, private equity, or managing intellectual property.
Setting up SPVs in UAE free zones provides tax exemptions or reduced rates, making them an attractive option for holding investments.
A holding company offers streamlined governance for multiple subsidiaries, making it easier to manage and oversee operations across different entities.
By keeping each subsidiary distinct, holding companiesprotectn from the risks of other operations, ensuring that liabilities don’t affect the entire structure.
Free zone holding companies benefit from 0% corporate tax, allowing for tax-efficient management of profits, dividends, and cross-border income.
Holding companies enable easier compliance with regulatory requirements, as they consolidate the responsibilities for all subsidiary entities.
Several UAE jurisdictions support SPV and holding company formations. Here are the most prominent ones:
SPV Setup:- ADGM offers a highly flexible structure for SPVs, tailored for asset protection and financial risk management. SPVs can be used to hold specific assets or manage liabilities.Holding Company Setup:- ADGM also facilitates holding companies, offering benefits like 0% corporate tax, full foreign ownership, and access to international treaties.
SPV Setup:- DIFC provides an ideal framework for investment holding and asset management, particularly in sectors like real estate and private equity.Holding Company Setup: Holding companies in DIFC enjoy 0% corporate tax and full profit repatriation, making it an attractive location for international businesses.
SPV Setup: RAK ICC offers flexible SPV structures, especially suitable for family offices, high-net-worth individuals, and companies focused on asset protection.Holding Company Setup: RAK ICC also supports holding companies, offering tax exemptions, enhanced privacy, and cost-effectiveness.
SPV Setup: DMCC provides a foundation for SPV setups, especially in sectors like commodities, trade, and logistics.Holding Company Setup: DMCC is a hub for holding companies in trade and logistics, offering 0% corporate tax, foreign ownership, and a large network of industry players.
Timeline: 6 to 12 weeks
Choose the right jurisdiction (e.g., ADGM, DIFC, RAK ICC, DMCC), gather required documents, and submit your application to the relevant authority.
Takes 1 to 2 weeks
The regulatory body reviews your submission, which may include background checks on shareholders and directors. Additional documents might be required.
Takes 2 to 4 weeks
Once approved, your company receives its trade license or registration certificate. Any other registrations required by local or federal authorities will be completed.
Takes 1 to 2 weeks
Open a corporate bank account, finalize office or workspace rental agreements, and complete all other legal formalities. After this, your SPV or holding company is ready to start operations.
Takes 2 to 4 weeks
Document Type | SPV Setup | Holding Company Setup |
---|---|---|
Passport Copies | All shareholders and directors | All shareholders and directors |
Proof of Address | Recent utility bill or bank statement | Recent utility bill or bank statement |
Business Plan | Outlines SPV's purpose and asset management | Describes holding company structure and subsidiaries |
Board Resolution | Authorizing the establishment of the SPV | Approving the formation of the holding company |
Shareholder Agreement | Specifies roles and responsibilities | Specifies roles and ownership structure |
Memorandum & Articles of Association | Details SPV’s objectives and governance | Defines holding company's purpose and governance |
Certificate of Incorporation | (If parent company involved) | (If parent company involved) |
Bank Reference Letter | Letter from shareholder’s bank | Letter from shareholder’s bank |
Director/Shareholder CVs | Summarizes experience and roles | Summarizes experience and roles |
Proof of Funds (if required) | For initial capital verification | For initial capital verification |
Registered Agent Appointment | Often required for offshore SPVs (e.g., RAK ICC) | Optional, depending on jurisdiction |
Tax Residency Certificate | If applicable for tax planning | If applicable for tax planning |
Additional Regulatory Approvals | As per jurisdictional requirements | As per jurisdictional requirements |