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.
Holding structures are used for shareholding, asset separation, joint ventures and investor arrangements. They record who owns and controls what. They do not create a tax result or privacy by themselves.
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.
At a glance
- Indicative cost
- Priced within your setup plan: every component itemised.
- What's included
- Senior structuring scoping session.
- Documented purpose, nexus, and governance requirements.
- A comparison of the ADGM SPV, DIFC, RAK ICC and free-zone routes against your purpose, assets and parties.
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. Set up the operating entity first and add a holding vehicle later if the facts call for one.
At a glance
- Indicative cost
- Priced within your setup plan: every component itemised.
- What's included
- Senior structuring scoping session.
- Documented purpose, nexus, and governance requirements.
- A comparison of the ADGM SPV, DIFC, RAK ICC and free-zone routes against your purpose, assets and parties.
What this service includes
- Senior structuring scoping session.
- Documented purpose, nexus, and governance requirements.
- A comparison of the ADGM SPV, DIFC, RAK ICC and free-zone routes against your purpose, assets and parties.
- 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.
Process
How the work is sequenced
Each stage has its own dependencies (activity approvals, document legalisation, authority processing, and bank review), and we report progress against them rather than against one overall date.
- 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.
Prefer to start in writing? Send the details through the contact form.
Start with a structure assessment
In an initial consultation you receive a plain-language decision summary, a document-preparation list, and the next actions for your situation. Current figures are confirmed within your adviser-reviewed route comparison.
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
- If the purpose involves trading, invoicing or hiring, a passive vehicle is ruled out and an operating entity is needed
Nexus
- What we assess
- Connection to the UAE, the relevant jurisdiction, or the GCC
- Why it matters
- An ADGM SPV needs a qualifying nexus, so the connection has to be shown before incorporation
Assets
- What we assess
- Shares, real estate, IP, or receivables
- Why it matters
- Shares, real estate, IP and receivables are evidenced and registered differently, so the asset decides the regime and the filings
Governance
- What we assess
- Directors, shareholders, resolutions, and reporting
- Why it matters
- A vehicle with no staff still needs directors, shareholder resolutions and records, and someone named to keep them
Service provider
- What we assess
- Whether a licensed corporate service provider is required
- Why it matters
- In ADGM, a non-exempt SPV generally needs an ADGM-licensed corporate service provider, a party to appoint before incorporation
Advisers
- What we assess
- Your legal and tax advisers and their scope
- Why it matters
- Legal and tax advice shapes the shareholding chain, so it must be in hand before incorporation, not after
| Factor | What we assess | Why it matters |
|---|---|---|
| Purpose | Shareholding, asset holding, JV, or investor vehicle | If the purpose involves trading, invoicing or hiring, a passive vehicle is ruled out and an operating entity is needed |
| Nexus | Connection to the UAE, the relevant jurisdiction, or the GCC | An ADGM SPV needs a qualifying nexus, so the connection has to be shown before incorporation |
| Assets | Shares, real estate, IP, or receivables | Shares, real estate, IP and receivables are evidenced and registered differently, so the asset decides the regime and the filings |
| Governance | Directors, shareholders, resolutions, and reporting | A vehicle with no staff still needs directors, shareholder resolutions and records, and someone named to keep them |
| Service provider | Whether a licensed corporate service provider is required | In ADGM, a non-exempt SPV generally needs an ADGM-licensed corporate service provider, a party to appoint before incorporation |
| Advisers | Your legal and tax advisers and their scope | Legal and tax advice shapes the shareholding chain, so it must be in hand before incorporation, not after |
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
Only if that free-zone authority's rules let the entity hold shares. Check the permitted licence activities before assuming it can.
Operating entity plus holdco
The holdco owns the shares of a separate operating company, so trading liabilities sit in the operating entity and ownership sits above it.
No new vehicle
If the aim is clearer decision rights or records, shareholder agreements and board resolutions in the existing entity may do the job without a new vehicle.
Every route is planned against how the business will actually operate in the UAE.
Worked examples
The asset the vehicle is usually built around
Property and tokenised assets raise the holding questions below: when a company earns its cost, who can hold title, what happens on death, and which regime a token falls under.
When Holding Dubai Property Through a Company Makes Sense
The narrow cases where a company earns its own cost.
Which Company Types Can Hold Dubai Freehold Title
What the statute answers, and what registration practice decides.
What Happens to Your Dubai Property When You Die
Why the title moves on a UAE process rather than on a foreign will.
Tokenising a Real-World Asset Does Not Create a New Regime
The regime follows the characteristics of the token, not its label.
After the licence
What you may also need
The four services most founders in this situation ask about next, each on its own page.
Visas & PRO services
Residence visas for owners, staff and family, plus the MOHRE labour files, medicals and Emirates ID renewals that keep a licence and its people in good standing. A sponsored visa lasts 1, 2 or 3 years; approval stays with the authority.
→UAE bank account setup
A bank-ready file built around your ownership, activity and expected transactions, matched to the bank whose risk appetite suits your profile. The bank alone decides approval and timing.
→Accounting & tax
Monthly bookkeeping, VAT and corporate-tax filings and year-end accounts, with statutory audit signed by a registered auditor.
→Legal services
Contracts, corporate documents, disputes and regulatory matters, advised by lawyers licensed to practise in the UAE and named in the engagement letter.
→
Next decision
Related reading
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 ADGM, a non-exempt SPV generally must use an ADGM-licensed corporate service provider. Other regimes set their own rules, which we check against your facts during feasibility.
- Will a holding company reduce my tax?
- Not by itself. A holding company does not change which UAE corporate tax and home-country rules apply to you. Those depend on your facts, and your tax adviser should confirm the position before incorporation.
- 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.
Legal notes and scope
Velarozone provides setup and operational-readiness coordination. This page is general information, not legal, tax, immigration, or banking advice.
A passive vehicle cannot be used as an operating company, a payment facilitator, or an automatic tax solution.
UAE corporate tax and VAT deregistration depend on your specific facts, including whether returns and liabilities are up to date. Home-country obligations may also apply. We coordinate with your tax adviser and do not give a tax opinion.