How To Setup Special Purpose Vehicle (SPV) in Dubai, UAE: Step by Step Guide

A Special Purpose Vehicle (SPV) is a specialized legal entity used for specific functions or asset holding. SPVs offer advantages for UAE businesses and entrepreneurs. Partner with Smart Zones® UAE for expert guidance on SPV formation and compliance.

  • 100% Foreign Ownership
  • Easy Setup
  • Enhanced Risk Management
  • Simplified Administration
Start your Special Purpose Vehicle (SPV) in Dubai, UAE - Smart Zones UAE

A Special Purpose Vehicle (SPV) is a distinct legal entity established to fulfill a specific purpose or objective. These versatile entities are frequently incorporated within the Abu Dhabi Global Market (ADGM) and Dubai International Financial Centre (DIFC), both well-regarded financial free zones in the United Arab Emirates (UAE). ADGM and DIFC provide a robust regulatory environment and competitive tax structures, attracting companies seeking to conduct business in the region. SPVs incorporated within these free zones are commonly utilized for various financial and commercial activities, including securitization, project finance, and investment holding.

Why You Should Setup Special Purpose Vehicle (SPV) in Dubai, UAE ?

SPVs offer a versatile tool for companies and investors to achieve various strategic objectives. Here are some key use cases:

Startup Investment Facilitation

SPVs can act as a platform for investors to pool capital and acquire equity in promising startups. This structure allows for the creation of investor syndicates, facilitating the efficient collection and deployment of substantial investment funds. From the startup's perspective, an SPV simplifies investor management by consolidating interactions with a single entity instead of numerous individual investors.

Risk Segregation and Enhanced Investor Protection

SPVs enable investors to allocate capital towards specific projects, effectively isolating risk exposure. Properly structured SPVs can provide additional security to investors by granting them access to a dedicated pool of assets as collateral for their investment. Unlike general creditors of a company facing insolvency, investors in a well-structured SPV may have a superior claim on the SPV's assets, potentially leading to a higher recovery rate. This enhanced protection can incentivize investors and allow the SPV to secure financing on more favorable terms.

Potential Regulatory Optimization:

The strategic use of SPVs can help navigate complex regulatory landscapes. By establishing an SPV in a jurisdiction with a more favorable regulatory framework, companies may potentially circumvent restrictive ownership requirements in certain territories. This allows the SPV to hold specific assets without necessitating a full operational transfer for the parent company.

Advantages of Establishing a Special Purpose Vehicle (SPV) in Dubai - Smart Zones UAE

Benefits of Establishing a Special Purpose Vehicle (SPV) in Dubai, UAE

SPVs offer a compelling array of benefits for investors and companies alike. These advantages include:

  • Risk Isolation: SPVs can be strategically employed to isolate risk associated with specific projects or investments, shielding the core business from potential liabilities.
  • Optimized Capital Structure: SPVs enable the establishment of an optimal capital structure, facilitating access to financing tailored to the specific needs of the project.
  • Flexible Investment Vehicle: The inherent flexibility of SPVs makes them suitable for a wide range of investment scenarios, from raising capital to financing ventures and creating new investment opportunities.
  • Enhanced Risk Management: By compartmentalizing risk, SPVs contribute to a more robust risk management framework for the company as a whole.
  • Potential Tax Efficiency: Depending on the jurisdiction, SPVs may qualify for tax advantages and exemptions unavailable to traditional business structures.
  • Simplified Administration: SPVs can be structured to operate with a streamlined management framework, promoting operational efficiency.
  • Investment Accessibility: SPVs facilitate the pooling of funds from multiple investors, enabling smaller participants to engage in larger-scale ventures.
  • Tailored Flexibility: The terms and conditions governing an SPV can be customized to align precisely with the requirements of both investors and the project at hand.
  • Confidentiality Considerations: SPVs can be leveraged to maintain confidentiality around investors and project details, a crucial aspect in specific scenarios.

Selecting the Optimal Jurisdiction for Your SPV in UAE

The United Arab Emirates offers a variety of well-established financial centers suitable for SPV formation, each with its own distinct legal framework and regulatory environment. Key considerations for selecting the most suitable jurisdiction include:

  • Abu Dhabi Global Market (ADGM): ADGM is a prominent international financial center known for its robust regulatory framework, focus on innovation, and access to a sophisticated judicial system.
  • Dubai International Financial Centre (DIFC): DIFC is another globally recognized financial center, offering a common law legal system, ease of doing business, and a strong track record in attracting foreign investment.
  • RAK International Corporate Centre (RAKICC) RAKICC provides a cost-effective option for SPV formation, with streamlined procedures and a business-friendly approach.

Given the unique regulatory nuances of each jurisdiction, it's crucial to carefully assess your specific SPV objectives and requirements. For expert guidance in navigating the SPV formation process within the UAE, we invite you to schedule a consultation with our team at Smart Zones® UAE Business Setup Consultants.

Steps to Launch a Special Purpose Vehicle (SPV) in Dubai, UAE

Restructuring a Limited Liability Company (LLC) using an SPV is a two-stage process requiring participation from both the UAE national sponsor and expat partner(s).

This stage involves establishing one or two separate legal entities as SPVs or Special Purpose Companies (SPCs) within a UAE free zone.

Option 1: Utilizing a Single SPV

  • A new SPV will be registered entirely under the ownership of a UAE national.
  • This SPV will then pledge all its shares to the individual(s) who will become the ultimate shareholder(s) of the mainland LLC.
  • This share transfer is facilitated through a Call Option Agreement governed by English Common Law.

Option 2: Utilizing Two SPVs

  • SPV A: This entity will be registered as a 100% UAE national-owned company.
  • SPV B: This entity will be egistered with 100% ownership by the expat partner(s).
  • Once both entities are established, SPV A ledges all its shares to SPV B under a Call Option Agreement.

The final stage involves incorporating a new LLC company in the UAE mainland. As per UAE Commercial Law, this new LLC will have two shareholders: the Emirati-owned SPV and the foreign national individual (for a single SPV structure) or the expat-owned SPV (for a dual SPV structure). Since the Emirati-owned shares were pledged in Stage 1, the Call Option allows for their transfer, effectively making the expat investor(s) the 100% owner of the new LLC.

Remember that the process may vary depending on your chosen jurisdiction and business activities. Consulting legal and business experts familiar with Dubai's business setup landscape is highly recommended.

Operating since 2013, Smart Zones® UAE provides on-going support to obtain Business Services License in Dubai, UAE including Special Purpose Vehicle (SPV).

Looking for a seamless business setup experience? Trust Smart Zones® Dubai to pave the way.

Compliance and Reporting Obligations for SPVs in UAE

Special Purpose Vehicles (SPVs) established within ADGM and DIFC are subject to a defined set of regulatory and reporting requirements. These obligations can vary based on the specific legal structure chosen for the SPV and the nature of its activities. Generally, SPVs must adhere to the relevant jurisdiction's laws and regulations, encompassing company law, Anti-Money Laundering (AML) regulations, and financial reporting requirements.

Documents Required to Start a Special Purpose Vehicle (SPV) in Dubai, UAE

The specific documentation required for a company restructuring will depend on the restructuring's purpose. However, some general requirements include:

  • A comprehensive business plan outlining the company's objectives following the restructuring.
  • Passport information for all shareholders.
  • For resident shareholders: A copy of their UAE visa page and Emirates ID.
  • For non-resident shareholders: A copy of their UAE visit visa page (if applicable).

Submitting incorrect documents can lead to immediate rejection. Our consultants at Smart Zones® UAE ensure you have the right documents, avoiding any complications in the process.

Cost of Establishing a Special Purpose Vehicle (SPV) in Dubai, UAE

In Dubai, UAE, establishing an Intermediate Special Purpose Vehicle (SPV) has become more cost-effective. The application fee has been reduced to USD 1,000, and the annual license fee is now USD 3,000.

For a precise quotation, reach out to Smart Zones® UAE to obtain an updated estimate tailored to your specific requirements. This ensures that you are securing the most competitive rate for the services essential to your business.

Asked Questions (FAQs)

A Special Purpose Vehicle (SPV) is a specialized legal entity formed for a specific purpose. In the UAE, SPVs are frequently established within the Abu Dhabi Global Market (ADGM) and Dubai International Financial Centre (DIFC), renowned financial free zones.

SPVs offer versatile solutions for various strategic objectives such as startup investment facilitation, risk segregation, and regulatory optimization. They provide enhanced risk management, potential tax efficiency, and simplified administration, making them advantageous for companies and investors.

Benefits include risk isolation, optimized capital structure, flexible investment opportunities, enhanced risk management, potential tax efficiency, simplified administration, investment accessibility, tailored flexibility, and confidentiality considerations.

Considerations for selecting a jurisdiction include ADGM, known for its robust regulatory framework; DIFC, offering ease of doing business and a common law legal system; and RAKICC, providing a cost-effective option with streamlined procedures.

The process involves restructuring within a free zone, either utilizing a single SPV or two SPVs, followed by registering a new LLC company in the UAE mainland.

SPVs established within ADGM and DIFC must adhere to regulatory and reporting requirements, including company law, Anti-Money Laundering (AML) regulations, and financial reporting standards.

General requirements include a comprehensive business plan, passport information for all shareholders, and additional residency documentation for resident shareholders.

The cost for establishing an Intermediate Special Purpose Vehicle (SPV) in Dubai has been reduced to a USD 1,000 application fee and a USD 3,000 annual license fee. For a precise quotation, consult with Smart Zones® UAE for tailored estimates.

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