SPV & holding Setup - Gloace Fintax

SPV Services in Dubai, UAE

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.

 Business Setup
 Trade License
 Tax Advisory
 Corporate Bank Account
 Compliance Management
 Residence Visa Support

What is an SPV?

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.

Holding Company Formation

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.

Key Advantages of SPV Setup

Benefits of Setting Up SPVs and Holding Companies

Asset Protection

SPVs create a safeguard for assets by keeping them separate from the parent company, thus minimizing exposure to financial risks.

Risk Segregation

By isolating liabilities associated with specific investments or projects, SPVs prevent those risks from affecting the main company.

Legal Adaptability

SPVs can be tailored for various purposes, including real estate investment, private equity, or managing intellectual property.

Tax Efficiency

Setting up SPVs in UAE free zones provides tax exemptions or reduced rates, making them an attractive option for holding investments.

Key Benefits of Nominee Director Services in the UAE

Centralized Control

A holding company offers streamlined governance for multiple subsidiaries, making it easier to manage and oversee operations across different entities.

Enhanced Asset Protection

By keeping each subsidiary distinct, holding companiesprotectn from the risks of other operations, ensuring that liabilities don’t affect the entire structure.

Tax Optimization

Free zone holding companies benefit from 0% corporate tax, allowing for tax-efficient management of profits, dividends, and cross-border income.

Simplified Compliance

Holding companies enable easier compliance with regulatory requirements, as they consolidate the responsibilities for all subsidiary entities.

Top Jurisdictions for SPV Setup in the UAE

Several UAE jurisdictions support SPV and holding company formations. Here are the most prominent ones:

Abu Dhabi Global Market (ADGM)

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.

Dubai International Financial Centre (DIFC)

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.

Tax OptimizationaRAK International Corporate Centre (RAK ICC)

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.

Dubai Multi Commodities Centre (DMCC)

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.

SPV & Holding Company Setup Process

Timeline: 6 to 12 weeks

Step 1:Preparation and Application Submission

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

Step 2: Review and Approval Process

 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

Step 3: Company Registration and License Issuance

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

Step 4: Bank Account Opening and Final Setup

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

Documents Required for a SPV & Holding Company Setup

Document TypeSPV SetupHolding Company Setup
Passport CopiesAll shareholders and directorsAll shareholders and directors
Proof of AddressRecent utility bill or bank statementRecent utility bill or bank statement
Business PlanOutlines SPV's purpose and asset managementDescribes holding company structure and subsidiaries
Board ResolutionAuthorizing the establishment of the SPVApproving the formation of the holding company
Shareholder AgreementSpecifies roles and responsibilitiesSpecifies roles and ownership structure
Memorandum & Articles of AssociationDetails SPV’s objectives and governanceDefines holding company's purpose and governance
Certificate of Incorporation(If parent company involved)(If parent company involved)
Bank Reference LetterLetter from shareholder’s bankLetter from shareholder’s bank
Director/Shareholder CVsSummarizes experience and rolesSummarizes experience and roles
Proof of Funds (if required)For initial capital verificationFor initial capital verification
Registered Agent AppointmentOften required for offshore SPVs (e.g., RAK ICC)Optional, depending on jurisdiction
Tax Residency CertificateIf applicable for tax planningIf applicable for tax planning
Additional Regulatory ApprovalsAs per jurisdictional requirementsAs per jurisdictional requirements

Frequently Asked Questions (FAQs)

Is it possible to have 100% ownership of mainland companies as an expat?

Yes it is now possible to have 100% ownership of mainland companies as an expat.

How do you register a company in Ajman Mainland?

Submit an application to customer services center for initial approval Choose a business location and notify the Inspection Unit. Get a membership certificate. Submit required documents to the Register of Companies. Pay the necessary fees. Get your business license.

How long will it take to obtain our license

If your documentation gets approved and verified by the concerned authorities, you will receive you license within 15 days.

How can I update my registered email and contact number?

Through Customer portal settings they edit my contact info

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