Purpose definition
An SPV is only as sound as its defined purpose. Whether holding a single asset, ring-fencing an investment or sitting beneath a family holding structure, the constitutional documents must reflect the intended activity precisely.
06 PRIVATE ASSET STRUCTURING
ADGM & DIFC Structures in the UAE
The United Arab Emirates has become a leading jurisdiction for private ownership structures, anchored by two common-law financial centres: the Abu Dhabi Global Market (ADGM) and the Dubai International Financial Centre (DIFC). This page shares an operational perspective on how foundations and special purpose vehicles in these jurisdictions are structured, governed and administered in practice — drawn from hands-on work supporting such arrangements.
BACK TO STRUCTURES01 ADGM FOUNDATIONS
ADGM Foundations
The ADGM foundation regime has become a preferred framework for families and principals seeking a governed, orphan ownership vehicle in the region. Its strength lies in the combination of a familiar common-law environment and a responsive registrar — but the framework only delivers when its governance is actively maintained.
- Legal framework
- ADGM foundations are established under the ADGM Foundations Regulations, a common-law framework modelled on leading international foundation regimes, administered by the Abu Dhabi Global Market Registration Authority.
- Typical use
- Commonly used by internationally mobile families and principals for wealth holding, succession planning and the consolidation of assets under a single governed entity with no shareholders.
- Governance in practice
- A council administers the foundation in line with its charter and by-laws. In practice, the quality of a foundation's governance is determined by how faithfully those documents are maintained and how consistently council decisions are recorded.
- Ongoing administration
- Foundations require disciplined ongoing administration: registered office arrangements, authorised signatories, annual filings, record keeping and coordination with banks, advisers and underlying entities.
02 ADGM SPVS
ADGM Special Purpose Vehicles
In ADGM, SPVs are commonly used to hold real estate, shareholdings and other investments within a common-law framework — on their own or beneath a foundation or family holding structure.
- Legal form
- Typically a private company limited by shares. A restricted scope company offers reduced public-register disclosure, but is generally available only to subsidiaries of public companies or to family offices.
- Minimum requirements
- One shareholder and one director at minimum, with no minimum share capital and no nationality restrictions on ownership.
- Address & substance
- A dedicated office is generally not required, but the company maintains a registered address in ADGM, often through an ADGM-based service provider.
- Practical features
- Direct application of English common law, multiple share classes, generally no document attestation, migration into or out of ADGM, and potential eligibility for a UAE Tax Residency Certificate where criteria are met.
03 DIFC PRESCRIBED COMPANIES
DIFC Prescribed Companies
In Dubai, the DIFC Prescribed Company regime offers a holding and structuring vehicle within a common-law financial centre, for structures that meet its qualifying criteria.
- Legal form
- A DIFC Prescribed Company is a lighter-touch private company designed for holding and structuring purposes rather than operating activity.
- Eligibility
- Access depends on meeting qualifying criteria — for example a connection to the GCC, a DIFC-registered entity or an authorised firm, or a qualifying holding or structured-financing purpose.
- Address & administration
- Usually administered through a registered address provided by a DIFC corporate service provider, without the need for a dedicated office.
- Typical use
- Holding shares, real estate and other assets, and supporting family, investment or financing structures within a common-law environment in Dubai.
04 CHOOSING A JURISDICTION
When each may be considered
The right jurisdiction depends on the assets, counterparties, ownership, banking, tax and governance requirements of the wider structure. The summary below is general and not exhaustive.
- ADGM
Abu Dhabi's common-law financial centre. Often considered for foundations, SPVs and family offices, particularly where English common law and an Abu Dhabi presence are preferred.
- DIFC
Dubai's common-law financial centre. Prescribed companies are often considered where eligibility criteria are met and a Dubai-based holding vehicle suits the wider structure.
- DMCC
A Dubai free zone under its own regulations. Free zone companies may be considered for holding or trading activity where a commercial free zone setting is more appropriate.
05 SPV ADMINISTRATION
Administering SPVs in practice
Whichever jurisdiction is chosen, the same practical questions arise when establishing and administering a vehicle.
Jurisdictional choice
DIFC and ADGM each offer common-law SPV regimes with distinct registration processes, fee structures and ongoing obligations. The appropriate choice depends on the asset, the counterparties and the wider structure.
Governance & directorship
Director appointments, reserved matters and signing authorities should be designed so the SPV operates as intended — not merely incorporated and left dormant.
Banking & substance
Account opening, economic substance considerations and regulatory registrations are where many structures stall. Coordinated preparation of documentation materially shortens these timelines.
Reporting & compliance
Annual returns, economic substance notifications, UBO registers and, where relevant, FATCA and CRS classifications and submissions form the recurring compliance rhythm of a well-run vehicle.
Lifecycle management
Amendments, migrations, asset transfers and eventual wind-down each require the same rigour as the initial establishment. Structures should be administered as living arrangements, not static registrations.
06 OPERATIONAL SUPPORT
How I Support These Structures
My work sits at the operational layer of private structures: coordinating establishment workflows, maintaining governance records, managing recurring compliance obligations such as FATCA and CRS submissions, and acting as the administrative link between councils, directors, banks and professional advisers.
This overview is illustrative and reflects practical experience; it does not replace guidance from qualified professional advisers in the relevant jurisdiction.
Areas of support
- Foundation & SPV establishment coordination
- Governance records & council support
- FATCA & CRS classification and submissions
- UBO registers & regulatory filings
- Banking & adviser coordination
- Ongoing administration & reporting