What is
an SPV?
A Special Purpose Vehicle (SPV) is a company incorporated for a single, defined purpose — holding one asset, one shareholding, one property or one risk — rather than trading generally. In the UAE the standard forms are the ADGM SPV, the DIFC prescribed company and RAK ICC vehicles: low-cost, passive holding companies that give an asset its own legal wrapper.
What are SPVs used for?
Ring-fencing one asset from another's liabilities; holding shares in a venture-backed company; owning real estate, vessels or aircraft; joint ventures where each party wants a clean entity; and layering under family-office structures and foundations. In venture deals, the ADGM SPV has become the region's default cap-table vehicle.
Choosing the UAE form
ADGM SPV — common-law, fast, internationally recognised, needs a UAE nexus. DIFC prescribed company — the DIFC's equivalent with qualifying-purpose conditions. RAK ICC — the lowest-cost registry, familiar in offshore-style holding. The choice follows what sits above and below the vehicle: courts, banking, substance and cost.
Does a UAE SPV pay Corporate Tax?
An SPV is a juridical person and registers like any company, but a passive holding SPV typically earns dividends and capital gains that are exempt under the participation exemption, or qualifying income at 0% where free-zone conditions are met. SPVs inside Family Foundation structures can be made tax-transparent by election. The treatment is designed, not automatic.
Can an SPV open a UAE bank account?
Yes, though banks apply enhanced diligence to passive vehicles: expect questions on purpose, source of funds and the people behind it. A clean structure chart and a real UAE nexus materially improve onboarding speed.
What does an ADGM SPV cost?
Among the cheapest common-law vehicles anywhere: modest incorporation and annual fees (typically low thousands of US dollars all-in with an agent), no office requirement, and light ongoing compliance — which is precisely why it became the regional default for holding structures.
Need a clean holding vehicle?
Senior counsel only. No associates. Direct engagement with the partner who will run your matter.
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