Special Purpose Vehicles (SPVs)

Special Purpose Vehicles (SPVs) in DIFC and ADGM

Special Purpose Vehicles (SPVs) are simple, flexible entities designed to hold and protect assets while isolating financial and legal risks. Both DIFC and ADGM offer SPVs under their respective common law frameworks, making them attractive for regional and international investors seeking efficient structuring solutions.

Key Features:

  • Governance: Established as private companies limited by shares, overseen by DIFC Authority (Prescribed Companies) or ADGM Registration Authority.

  • Office Requirement: Flexibility to use own office, affiliate office, or a corporate service provider’s registered address.

  • Employees: Not permitted to hire employees directly (passive holding structure).

  • Legal Environment: Both operate under common law systems, with internationally recognised courts, strong asset protection, 100% foreign ownership, no currency restrictions, and full repatriation of capital and profits.

FAQs
What Can SPVs Be Used For?
  • Holding real estate assets (locally or globally, subject to local property laws).

  • Owning shares in operating companies or joint ventures.

  • Holding intellectual property rights.

  • Serving as a vehicle for structured financing or securitisation.

  • Supporting family office structures by holding investments and wealth assets.

Why Choose an SPV?
  • Risk Isolation: Ring-fence assets and liabilities from operating entities.

  • Flexibility: Can hold diverse asset classes, from real estate to IP and investments.

  • Efficiency: Streamlined setup, simple governance, and relatively low costs.

  • Privacy & Protection: Limited disclosure of owners/council; recognised asset protection frameworks.

What is the timeline for an SPV?

Due to its streamlined digital process, it takes typically 3 - 5 business days for approval.

Does a SPV need an office space in DIFC & ADGM?

No, an SPV (Passive Form) cannot take a separate flexi desk or lease office space directly. It must go through a registered Corporate Service Provider (CSP), which will act as the registered agent and provide the registered address within ADGM or DIFC.

What is the difference in Ownership & Control for SPV’s across DIFC & ADGM?
  1. DIFC requires a nexus (e.g., GCC/Authorised/Registered Person, GCC Registrable Asset, Qualifying Purpose, or CSP director).

  2. ADGM allows broader eligibility for both local and foreign individuals or corporates.

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