UAE Special Purpose Vehicle
Structure assets with a purpose
A dedicated vehicle for holding and isolating assets, investments and risks.
TFZ designs and registers SPVs through ADGM, DIFC and RAK ICC and provides registered agent services.
Free Consult3
Main UAE SPV regimes
100%
Foreign ownership
0
Minimum capital
No
Visas through an SPV
What Is an SPV Used For?
A Special Purpose Vehicle is a company created for one clear purpose: to hold and isolate specific assets, investments or risks.
Holding company
Owning shares in UAE mainland, free zone or foreign subsidiaries.
Real estate holding
Owning property in Dubai, Abu Dhabi or abroad and separating each asset.
Joint ventures
A neutral vehicle for partners to co-invest with clear shareholder agreements.
Intellectual property
Holding trademarks, patents and software with licence income.
Succession and family wealth
Holding family assets, often together with a foundation.
Start-up funding
Issuing different share classes to investors and running ESOPs.
Securitisation and financing
Ring-fencing assets for lenders and bond issues.
Aircraft and vessel ownership
Where to Set Up Your SPV
Compare ADGM, DIFC and RAK ICC before choosing the structure for your assets and shareholders.
| Feature | ADGM SPV | DIFC Prescribed Company | RAK ICC Company |
|---|---|---|---|
| Legal system | English common law | English common law | Common-law style regulations |
| Office required | No, registered agent allowed | No, registered agent or DIFC affiliate address | No, registered agent |
| Set-up cost | Approx. USD 1,900 | Approx. USD 1,000 to 3,000 | Approx. AED 3,000 to 4,000 |
| Annual renewal | Approx. USD 1,200 | Approx. USD 1,000 to 3,000 | Approx. AED 3,000 to 4,000 |
| Eligibility | UAE nexus required (UAE/GCC shareholder, UAE assets or ADGM link) | Must qualify (e.g. GCC person, DIFC entity, qualifying purpose) | Open to all |
| Own Dubai property directly | Via approved DLD arrangements | Yes, DLD approved for DIFC entities | Via approved structures |
| Audit | Not required for small SPVs (accounts must be filed) | Not required (accounts filed) | Not required |
| Share classes | Flexible, multiple classes | Flexible | Flexible |
| Visas | No | No | No |
| Best for | Holding, JV, IP, funds, family structures | Dubai property, Dubai-based groups | International holding, low cost, redomiciliation |
Key Benefits of a UAE SPV
Foreign ownership
100% foreign ownership and no minimum capital.
Asset separation
Ring-fences assets and liabilities from your operating business.
Tax environment
Zero corporate tax on qualifying income such as dividends and capital gains from shareholdings.
Confidential ownership
Confidential ownership with no public register of shareholders.
Flexible instruments
Ability to issue different share classes, convertible instruments and employee share schemes.
Easy transfer
Simple to sell or transfer: you sell the shares of the SPV rather than the asset itself.
Recognised by banks, investors and international law firms.
Step-by-Step SPV Formation Process
From structuring the purpose to transferring the assets into the completed SPV.
Define the structure
Structuring session with TFZ to define the purpose, jurisdiction and shareholding.
Reserve the name
Reserve the SPV name.
Collect KYC
Collect KYC documents for shareholders, directors and beneficial owners.
Prepare documents
Draft Articles of Association and any shareholders’ agreement.
Appoint agent
Appoint TFZ as registered agent and registered office.
Submit application
Submit the application to ADGM, DIFC or RAK ICC.
Receive incorporation documents
Receive the Certificate of Incorporation and share certificates.
Tax and banking
Register for corporate tax and open a bank account.
Transfer the assets
Transfer the assets or shares into the SPV.
Documents Required
Timeline for SPV Formation
| Stage | Approximate Time |
|---|---|
| Structuring and KYC | 3 to 5 working days |
| Name reservation | 1 to 2 working days |
| Incorporation (ADGM / RAK ICC) | 3 to 7 working days |
| Incorporation (DIFC) | 1 to 3 weeks |
| Bank account | 2 to 6 weeks |
| Total (typical, excluding bank) | 1 to 3 weeks |
Cost of a UAE SPV
Indicative costs across the three main SPV jurisdictions.
| Cost Item | ADGM (USD) | DIFC (USD) | RAK ICC (AED) |
|---|---|---|---|
| Registration fee | 1,900 | 1,000 to 3,000 | 3,000 to 4,000 |
| Annual renewal | 1,200 | 1,000 to 3,000 | 3,000 to 4,000 |
| Data protection registration | 300 per year | 500 to 1,250 per year | Not applicable |
| Registered agent (TFZ) | Quoted on request | Quoted on request | Quoted on request |
| Accounts preparation | From 800 per year | From 800 per year | From AED 2,500 per year |
| TFZ professional fees | Quoted on request | Quoted on request | Quoted on request |
Compliance Requirements for SPVs
Annual renewal
Renew licence/registration through the registered agent.
AnnualAccounts
Prepare and file accounts (ADGM and DIFC); keep records (RAK ICC).
AnnualAnnual return / confirmation statement
Confirm shareholders, directors and registered office.
AnnualCorporate tax
Register with FTA and file a return; claim participation exemption or Qualifying Free Zone status where applicable.
Annual, within 9 months of year endEconomic Substance Regulations
Notification and report for holding company and other relevant activities.
AnnualUBO register
Maintain and update beneficial ownership information.
On changeData protection
Annual registration and compliance for ADGM / DIFC.
AnnualRegisters
Register of members, directors and charges maintained at the registered office.
OngoingKYC refresh
Update documents on expiry or change.
OngoingHow TFZ Helps With SPV Formation
From jurisdiction selection to registration and ongoing compliance.
Jurisdiction advice
Independent advice on the best SPV jurisdiction for your assets and shareholders.
Registered agent services
Registered agent and registered office services in ADGM, DIFC and RAK ICC.
Corporate documents
Bespoke Articles, shareholders’ agreements and share class design.
Property transfers
Coordination with the Dubai Land Department for property transfers into the SPV.
Banking
Bank account introductions.
Annual compliance
Full annual compliance: accounts, annual return, corporate tax, ESR and data protection.
Everything You Need to Know About UAE SPVs
Answers to common questions about SPV costs, property ownership, offices, tax, ADGM eligibility and visas.
Fees, timelines and rules quoted on this page are indicative, change from time to time and depend on the authority, licence type and activity chosen. TFZ confirms exact figures in writing before any engagement begins.
Talk to TFZ Today
Get a free consultation on Special Purpose Vehicle formation in the UAE.