Special Purpose Vehicle (SPV) setup
Isolate an asset, shareholding or risk in its own legal entity, in DIFC, ADGM or RAK ICC, with a clean structure that banks and investors understand.
Overview
What is an SPV?
A Special Purpose Vehicle is a separate company created for one defined purpose: holding one asset, one shareholding, one property or one risk. It is passive and does not trade, which keeps it cheap to run.
In the UAE, SPVs are usually formed in the financial free zones (a prescribed company in DIFC, an SPV in ADGM) or through RAK ICC. The registry you choose affects cost, legal framework, eligibility conditions and how banks view the structure.
Key benefits
Why choose SPV
Asset ring-fencing
Keeps one asset separate from another's liabilities.
Clear ownership
A clean structure chart for investors, lenders and banks.
Familiar legal frameworks
DIFC and ADGM operate under English common law.
Low running cost
No office, staff or visas are needed for a passive vehicle.
Deal-friendly
One entity can represent many investors in a venture or joint deal.
Succession layering
Fits under family-office structures and foundations.
Compare
DIFC vs ADGM vs RAK ICC
Indicative comparison. Eligibility rules differ for each registry and asset class.
| Feature | DIFC | ADGM | RAK ICC |
|---|---|---|---|
| Form | Prescribed company | SPV | Offshore-style vehicle |
| Legal framework | English common law | English common law | Offshore-style registry |
| Cost level | Premium | Mid-range | Most economical |
| Filing | Digital portal | Digital portal | Through a registered agent |
| Best for | Institutional and cross-border structures | Holding and venture vehicles | Simple, low-cost holding |
Is it right for you?
Who should choose this?
Real estate holding
Own a property in its own entity.
Venture and share holding
Hold shares in a start-up or investee company.
IP ownership
Place trademarks and patents in a protected vehicle.
Joint ventures
Give each party a clean, single entity.
Financing structures
Isolate financing risk from the parent.
Family-office layering
Sit beneath foundations and wealth structures.
It may not be the right fit if you…
- Trading or operating businesses
- Companies that need staff or visas
- Structures with no clear purpose
- Active UAE operations that need a licence
Set-up process
How we set it up
- 1
Define the purpose and assets
What the SPV will hold and why. Registries and banks expect a clear objective.
- 2
Choose the registry
DIFC, ADGM or RAK ICC, based on cost, framework and eligibility.
- 3
Prepare the constitution and structure chart
The company rules, ownership and governance set out clearly.
- 4
File the application and KYC
We submit through the registry portal or registered agent.
- 5
Incorporate and prepare banking
Certificate issued, then bank onboarding support.
Documents
What you need to provide
Shareholders
- Passport copy and proof of address
- Source of funds and wealth information
- For corporate shareholders: certificate of incorporation and constitution
- Board resolution approving the SPV
Structure documents
- Description of the asset or purpose
- Ownership structure chart
- Company constitution or MOA and AOA
- Director and officer details
Cost
What affects the cost
There is no single price. Cost depends on the factors below, and we send a written quote with every fee itemised.
Registry choice
DIFC, ADGM and RAK ICC sit at different cost levels.
Registered agent or office
Required in most registries.
Structure complexity
Corporate shareholders and multiple layers cost more.
Renewals
Annual registry and agent fees.
Banking support
Optional help with onboarding.
Banking
Opening a bank account
Approval is the bank's decision and can't be guaranteed. A clear structure and complete documents are what improve your chances.
A clean structure chart
Banks onboard simple, transparent structures faster.
A real UAE nexus
A clear link to the UAE improves onboarding speed.
A defined purpose
State exactly what the vehicle holds.
Source of funds
Documented origin of capital.
UBO clarity
Who ultimately owns and controls the SPV.
Compliance
Ongoing requirements
Annual renewal
Maintain the registration with the registry.
Registered office or agent
Keep it appointed throughout the SPV's life.
UBO register
File and update beneficial ownership.
Accounting records
Keep records suitable for the registry and any audit.
Corporate tax registration
UAE entities generally register with the Federal Tax Authority. Passive income may qualify for exemptions, and we confirm this with your tax adviser.
Why set it up with Brightlink
Structure first
We check whether this structure fits your goals before you spend anything.
Jurisdiction comparison
We compare registries on cost, banking acceptance and flexibility.
Banking-ready documents
We build a clean document pack and profile before any bank application.
Ongoing support
Renewals, amendments and compliance handled as your structure evolves.
Explore
Other structures
SPV FAQ
Ring-fencing a single asset, shareholding, property or risk, and giving it its own legal wrapper.
It depends on cost, the legal framework you prefer and eligibility. DIFC and ADGM use English common law, while RAK ICC is the lowest-cost route. We compare them for your assets.
Often yes. A clean structure chart and a clear UAE nexus help, but approval is at the bank's discretion.
It registers like any UAE company. Passive income such as dividends or capital gains can qualify for exemptions or reliefs, depending on conditions. We confirm this with your tax adviser.
No. A registered address is enough for a passive vehicle.
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