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/licence.

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Where you can register an SPV

Jurisdiction	Regulator	Legal system
ADGM	ADGM Registration Authority	✅ Common Law
DIFC	DIFC Registrar of Companies	✅ Common Law
RAK ICC	— (not an SPV; holding option)	Common Law–style (partial)

Core characteristics of an SPV

Aspect	Description
Legal status	✅ Separate legal entity
Operational activity	❌ No trading/services; no commercial licence/licence
Taxation	0% where there is no UAE place of business/activity
Directors	Nominee/corporate directors permitted
Office	Registered address only
Reporting	Simplified; no audit when passive
KYC/UBO/AML	Mandatory under ADGM/DIFC rules
Incorporation	Through 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

Form	Operations	Licence/licence	Shareholders	Governance	Comment
SPV	❌ No	❌ No	✅ Yes	✅ Board/directors	Maximum asset protection, no operating risk
LTD (DIFC)	✅ Yes	✅ Yes	✅ Yes	✅ Mandatory	Operating company
Foundation	❌ No	❌ No	❌ None	Council	Estate/asset-protection vehicle
Holding LTD	❌ Partial	❌ No	✅ Yes	✅ Manager	Holding 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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