Understanding Private Ownership Structures

Foundations

A foundation can provide a distinct legal framework for the ownership and governance of certain assets or interests, subject to the applicable jurisdiction and its governing documents.

What it is

A foundation is a body corporate. It exists in its own right, like a company, but it issues no shares or other title of ownership — it is often described as an orphan structure.

How it is used

Foundations are commonly used as a wealth-holding and succession framework by internationally mobile families holding a spread of different assets, allowing assets to pass to chosen heirs under the foundation's own documents.

Founder involvement

Compared with a trust, a founder can generally retain a greater degree of involvement in how the assets under the foundation are governed and administered.

Constitutional documents

A charter records the foundation's name, founder details, objects and initial assets, while private by-laws record the beneficiaries and wider arrangements, generally informed by the founder's letter of wishes.

Roles within a foundation

• Founder

  A legal or natural person who establishes the foundation and endows the initial assets. A founder may also act as a council member and may be a beneficiary.

• Council

  Carries out the objects of the foundation and administers its assets in line with the charter, by-laws and applicable regulations. Typically a minimum number of councillors is required.

• Beneficiary

  Persons or classes nominated to benefit under the foundation, generally set out in the private by-laws rather than on any public register.

• Guardian

  An oversight role which may be optional during the founder's lifetime and required afterwards, depending on the jurisdiction and governing documents.

• Registered office & authorised signatory

  A foundation generally maintains a registered office in its jurisdiction and appoints an individual authorised to represent it locally.

Special Purpose Vehicles

An SPV is a company established for a defined purpose — commonly to hold a particular asset, investment or activity so that it sits within its own legal boundary.

What it is

A separate company set up to ring-fence specific assets and liabilities, so that only the assets connected to a transaction are exposed to that transaction's risks.

How it is structured

In its simplest form, an individual shareholder owns 100% of the SPV, and the SPV in turn holds the underlying assets — such as real estate or shares in other companies.

Where it can be set up

SPVs can be established in a range of jurisdictions. In the UAE, common options include ADGM, DIFC and DMCC, each with its own vehicle types, eligibility criteria and ongoing obligations.

Choosing a jurisdiction

The appropriate vehicle depends on the assets held, the counterparties involved, the ownership and governance requirements, banking needs and tax considerations.

Common uses of an SPV

• Investment holding

  Holding financial and non-financial investments within a single, clearly defined vehicle.

• Real estate

  Holding title to property; in some jurisdictions a sale of SPV shares can be more efficient than transferring the asset itself.

• Shareholdings

  Holding shares in operating or investment companies, keeping ownership separate from day-to-day activity.

• Joint ventures & risk sharing

  Project-based companies that reflect agreed management responsibilities while legally separating partners from venture risks.

• Financing

  Ring-fencing investments so financing can be arranged against the SPV's own assets rather than the parent's balance sheet.

• Intellectual property

  Separating IP into a low-liability structure that can license rights to third parties.

Family Office & Investment Structures

A family office environment may bring together different entities, investment interests and administrative functions to support the management of family wealth and assets. A family office function may manage, coordinate or oversee interests, while separate entities may hold the assets or ownership interests themselves.

Key considerations

• Governance
• Investment oversight
• Administration
• Reporting
• Coordination of professional advisers