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Home Services SPV in the UAE: Special Purpose Vehicle Guide

SPV in the UAE (Special Purpose Vehicle)

A legal wrapper for assets, transactions and confidential structures — under Common Law rules. An SPV is an entity established for a specific purpose: holding shares, real estate, IP, running an investment project or structuring a deal. In the UAE, SPVs are incorporated in Common Law jurisdictions — ADGM (Abu Dhabi) and DIFC (Dubai). An SPV conducts no operational activity and does not obtain a trading/service licence/license.

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Where you can register an SPV

JurisdictionRegulatorLegal system
ADGMADGM Registration Authority✅ Common Law
DIFCDIFC Registrar of Companies✅ Common Law
RAK ICC— (not an SPV; holding option)Common Law–style (partial)

Core characteristics of an SPV

AspectDescription
Legal status✅ Separate legal entity
Operational activity❌ No trading/services; no commercial licence/license
Taxation0% where there is no UAE place of business/activity
DirectorsNominee/corporate directors permitted
OfficeRegistered address only
ReportingSimplified; no audit when passive
KYC/UBO/AMLMandatory under ADGM/DIFC rules
IncorporationThrough a corporate service provider (MIRAD)

Why SPVs are created

  • Ownership of real estate, equity in companies and intellectual property.
  • Succession planning with minimal public disclosure.
  • Structuring investments and transactions (M&A, private equity).
  • Risk isolation (ring-fenced structure).
  • Debt securitisation and securities management.
  • A legal buffer between beneficiaries and assets.

Comparison: SPV and alternatives

FormOperationsLicence/licenseShareholdersGovernanceComment
SPV❌ No❌ No✅ Yes✅ Board/directorsMaximum asset protection, no operating risk
LTD (DIFC)✅ Yes✅ Yes✅ Yes✅ MandatoryOperating company
Foundation❌ No❌ No❌ NoneCouncilEstate/asset-protection vehicle
Holding LTD❌ Partial❌ No✅ Yes✅ ManagerHolding company; less flexible than an SPV
Need to protect assets or structure investments?

MIRAD will incorporate an SPV in ADGM or DIFC — securely, swiftly and to international standards.

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Advantages of SPVs in ADGM and DIFC

  • Strong legal protection of assets.
  • Confidentiality of structure and shareholders.
  • No minimum share capital requirements.
  • Simplified reporting; no commercial inspections.
  • Compatible with trusts, foundations, funds and overseas SPVs.
  • Fast setup — from 5 business days.

MIRAD services

  • Choose the right jurisdiction: ADGM or DIFC (aligned with banking and objectives).
  • Turnkey SPV incorporation and corporate documentation.
  • Design the structure: shareholders, directors, UBO.
  • Transfer of assets: real estate, shares, IP.
  • Support with AML, ESR, UBO filing and annual renewals.
  • Integrate the SPV into international ownership and succession schemes.

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