SPV Business in DIFC: A Secure and Flexible Structure for Your Assets

For businesses and investors seeking a secure way to protect and manage assets, establishing an SPV Business in DIFC provides an ideal solution. Dubai International Financial Centre (DIFC) offers a robust legal and regulatory framework, a tax-efficient environment, and a wide range of flexible company structures designed to meet different business needs. Whether for investment, asset holding, or securitisation, DIFC ensures that SPVs are set up quickly, affordably, and securely.

What is a Special Purpose Vehicle (SPV)?

A Special Purpose Vehicle, also known as a Prescribed Company in DIFC, is a passive holding company designed to ring-fence and isolate assets and liabilities from financial and legal risks. SPVs cannot conduct commercial operations or employ staff, which helps protect assets from exposure to operational liabilities. Under DIFC Companies Law, SPVs are considered private companies, offering a simple and secure mechanism for managing high-value assets.

Types of Company Structures in DIFC

DIFC provides a variety of corporate structures to suit different objectives:

1. Special Purpose Vehicles (SPVs)

• Designed to isolate and protect assets from financial or legal risks.
• Ideal for investment holding, securitisation, or controlling GCC-registered assets such as real estate, shares, intellectual property, or aircraft.
• Cannot conduct operational activities or employ staff, maintaining focus solely on asset protection.

2. Active Enterprise Structure

• Offers a commercial package for businesses requiring operational flexibility.
• Supports holding companies, managing offices, and proprietary investment firms.
• Allows employment of staff within DIFC, provided an office is maintained in the Centre.

Why Set Up an SPV in DIFC?

DIFC offers multiple advantages that make it the preferred jurisdiction for SPVs:

• Tax Efficiency: Benefit from a globally competitive and attractive tax regime.
• Legal Security: DIFC’s common law system ensures strong legal protection for assets and structures.
• Global Market Access: Connect to key markets in Europe, Asia, and Africa through DIFC’s strategic location.
• Flexible Support: SPVs can operate from dedicated office spaces, co-working desks, or through DIFC-approved corporate service providers.
• Cost-Effective Setup: With a one-time incorporation fee of USD 100 and an annual commercial licence of USD 1,000, SPVs are both affordable and transparent.

Steps to Set Up an SPV in DIFC

Establishing an SPV in DIFC is straightforward and fully digital:

Step 1: Apply for Initial Approval

Applicants contact DIFC to access the online portal and submit the initial approval request. The process is 100% online, aligning with DIFC’s ESG and efficiency initiatives.

Step 2: Submit Requirements

Once initial approval is granted, applicants complete the ‘Register with DIFC’ application, submitting pre-tailored constitutional documents and agreements through DocuSign. Dedicated relationship managers assist with administrative and regulatory steps.

Who Can Establish an SPV?

Qualified applicants under DIFC’s Prescribed Company Regulations include:

• GCC citizens and entities controlled by GCC citizens.
• Government entities and listed GCC companies.
• DIFC-registered entities excluding Prescribed Companies and Non-Profit Incorporated Organisations (NPIOs).
• Authorised firms holding a licence from DFSA or a Recognised Financial Services Regulator.

Qualifying Purposes for SPVs

SPVs in DIFC can be set up for specific purposes such as:

• Aviation Structures: Owning, financing, leasing, or operating aircraft interests.
• Maritime Structures: Managing or operating interests in vessels or maritime units.
• Crowdfunding Structures: Holding assets invested through crowdfunding platforms.
• Intellectual Property Structures: Holding IP for commercial purposes.
• Structured Financing: Facilitating complex lending, securitisation, or bond issuance.

Costs and Documentation

DIFC ensures clarity and affordability in establishing SPVs:

• Fees: USD 100 one-time incorporation fee; USD 1,000 annual commercial licence; AED 20 Knowledge and Innovation Dirham fee.
• Required Documents: Board resolutions, Articles of Association, Statement of Incorporators, and Director Undertakings (as applicable).

Advantages of DIFC SPVs

• Legal Protection: Ring-fence assets from operational and financial liabilities.
• Operational Flexibility: Multiple office and service options.
• Global Connectivity: Access to international investors and markets.
• Cost Transparency: Competitive fees with no hidden costs.

Conclusion

Establishing a Special Purpose Vehicle in DIFC provides a secure, flexible, and tax-efficient way to manage and protect assets. The Centre’s robust legal framework, cost-effective structures, and digital onboarding processes make SPVs accessible for a wide range of investors and businesses. By choosing DIFC, companies benefit from global market access, regulatory security, and professional support while ensuring their assets are isolated from financial and legal risks. The SPV framework, alongside DIFC’s broader company structures, offers a versatile platform for wealth preservation, structured financing, and long-term business planning.