For structuring and governance needs
Holding companies and special purpose vehicles
The short answer
A holding vehicle or SPV is a passive structure used to hold assets or shareholdings and ring-fence them from operating risk. It is not an operating company: ADGM, for example, states that SPVs are passive vehicles that need a qualifying nexus, cannot conduct operational business or hire staff, and generally require a licensed corporate service provider.
This route attracts the most misinformation. Holding structures are legitimate and widely used for shareholding, asset separation, joint ventures, and investor arrangements — but they are governance instruments, not tax products or privacy products.
Every enquiry here is reviewed by a senior structuring specialist, and we expect to work alongside your legal and tax advisers rather than instead of them.
Scope of this page
This is for you if
- You hold shares in one or more operating companies and want them held separately.
- You are preparing for investment, a joint venture, or a family governance arrangement.
- You need a vehicle to hold a specific asset with clear ring-fencing.
- You already have advisers who will review the structure with us.
This may not be the right route if
- You want the vehicle to trade, invoice customers, or employ staff.
- The main objective is anonymity or avoiding disclosure.
- You expect the structure itself to produce a tax outcome.
- You are forming your first operating business — start with the operating entity.
Decision factors
What actually decides your route
An adviser works through these factors with you before any structure is recommended. Each one can change the licence, the emirate or free zone, the visa allocation, and the banking conversation.
Scoping questions before a holding or SPV route is explored.
Purpose
- What we assess
- Shareholding, asset holding, JV, or investor vehicle
- Why it matters
- Purpose determines whether a passive vehicle is appropriate at all
Nexus
- What we assess
- Connection to the UAE, the relevant jurisdiction, or the GCC
- Why it matters
- Some regimes require a qualifying nexus
Assets
- What we assess
- Shares, real estate, IP, or receivables
- Why it matters
- Asset type affects the regime and registration steps
Governance
- What we assess
- Directors, shareholders, resolutions, and reporting
- Why it matters
- Passive vehicles still have governance duties
Service provider
- What we assess
- Whether a licensed corporate service provider is required
- Why it matters
- Non-exempt vehicles often must be administered by one
Advisers
- What we assess
- Your legal and tax advisers and their scope
- Why it matters
- Structuring needs their input before implementation
| Factor | What we assess | Why it matters |
|---|---|---|
| Purpose | Shareholding, asset holding, JV, or investor vehicle | Purpose determines whether a passive vehicle is appropriate at all |
| Nexus | Connection to the UAE, the relevant jurisdiction, or the GCC | Some regimes require a qualifying nexus |
| Assets | Shares, real estate, IP, or receivables | Asset type affects the regime and registration steps |
| Governance | Directors, shareholders, resolutions, and reporting | Passive vehicles still have governance duties |
| Service provider | Whether a licensed corporate service provider is required | Non-exempt vehicles often must be administered by one |
| Advisers | Your legal and tax advisers and their scope | Structuring needs their input before implementation |
Possible directions
Structure categories an adviser will assess
These are topics for assessment, not recommendations. The right answer depends on your activity, customers, ownership, team, workspace needs, and regulator or bank requirements.
ADGM SPV
A passive vehicle regime with nexus requirements and, for non-exempt vehicles, an ADGM-licensed corporate service provider.
DIFC structures
DIFC describes passive prescribed-company and SPV structures with their own conditions.
RAK ICC company or foundation
RAK ICC administers holding companies and foundations used for shareholding and succession planning.
Free-zone holding company
Where a free-zone entity is permitted to hold shareholdings, subject to that authority's rules.
Operating entity plus holdco
A layered arrangement that separates trading risk from ownership.
No new vehicle
Sometimes better governance in the existing entity is the right answer.
What this service includes
- Senior structuring scoping session.
- Documented purpose, nexus, and governance requirements.
- Jurisdiction and regime comparison for your specific facts.
- Coordination with your legal and tax advisers.
- Incorporation coordination with a licensed corporate service provider where required.
- Ongoing governance and renewal calendar.
What it does not include
- Legal or tax opinions, asset-protection assurances, or treaty-benefit claims.
- Any structure intended to obscure beneficial ownership.
- Trading, invoicing, or employment through a passive vehicle.
- Investment advice or valuation services.
Every route is planned against how the business will actually operate in the UAE.
Process
Stages, not promised calendar days
Timelines depend on activity approvals, document legalisation, authority processing, and bank review. We report progress by stage.
- 01
Scoping
Purpose, assets, parties, and adviser roles documented.
- 02
Feasibility
Nexus, regime conditions, and governance requirements checked.
- 03
Adviser review
Written scope shared with your legal and tax advisers.
- 04
Provider engagement
Licensed corporate service provider appointed where required.
- 05
Incorporation
Registration, constitutional documents, and resolutions.
- 06
Governance
Registers, filings, renewals, and an annual review cycle.
Questions
Frequently asked
- What is an SPV used for?
- Typically to hold shares or a specific asset and ring-fence it from operating liabilities. ADGM describes SPVs as passive vehicles with nexus requirements that cannot conduct operational business or hire staff.
- Can an SPV trade or invoice clients?
- No. If you need to trade, invoice, or employ people, you need an operating entity. A passive vehicle is the wrong instrument for that.
- Do I need a corporate service provider?
- In several regimes, non-exempt vehicles must be administered by a licensed corporate service provider. We confirm this against the specific regime during feasibility.
- Will a holding company reduce my tax?
- We do not present structures as tax outcomes. UAE corporate tax rules and your home-country rules both apply, and your tax adviser should assess the position before implementation.
- Is this confidential?
- Registers and disclosure obligations apply, and beneficial ownership information is collected by regulators and by banks. We do not offer anonymity.
Sources
- ADGM — special purpose vehicles
- DIFC — structures
- RAK ICC — about
Regulations, fees, and eligibility can change. Every regulatory statement is re-checked before publication and dated above.
Next decision
Related reading
Request a structure scoping call
Tell us the purpose of the vehicle and who the parties are. A senior specialist reviews every enquiry on this page before responding.
No obligation · No cost estimate produced · Your details are not shared with third parties.
Start with a structure assessment, not a package
In an initial consultation you receive a plain-language decision summary, a document-preparation list, and the next actions for your situation. It is not an approval, a fixed price, or a tax opinion.
A passive vehicle cannot be used as an operating company, a payment facilitator, or an automatic tax solution.
UAE corporate tax, VAT, and free-zone treatment depend on your specific facts. Home-country obligations may also apply. We coordinate with your tax adviser and do not provide a tax opinion.