Question 1

What is a Prescribed Company and how is it different from an SPV?

Accepted Answer

A Special Purpose Vehicle (SPV) is incorporated as a Prescribed Company under DIFC’s Prescribed Company Regulations.

The Centre’s Prescribed Company regime offers a world-class, secure and flexible solution for SPV formation. SPVs, also known in DIFC as Prescribed Companies, are designed to ring-fence assets and liabilities and isolate them from financial and legal risk. The DIFC Companies Law classifies them as private companies.

Question 2

Who can set up an SPV in DIFC?

Accepted Answer

The following applicants are qualified to establish and control an SPV under the DIFC Prescribed Company Regulations:

GCC Persons:
- A natural person who is a citizen of a GCC Member State
- A body corporate or body unincorporate that is controlled by a citizen of a GCC Member State
- A body corporate that has any class of its securities listed on a securities exchange in the GCC
- A government entity
Registered Persons: A DIFC registered entity, other than a Prescribed Company or a Non-Profit Incorporated Organisation (NPIO)
Authorised Firms: A person who holds a licence from the DFSA or a Recognised Financial Services Regulator to carry on financial services activity, excluding a Representative Office.

Question 3

How can I set up an SPV in DIFC?

Accepted Answer

Setting up an SPV in DIFC is a quick and easy process, with seamless onboarding, reduced licensing fees and no hidden costs. The first step is to apply for initial approval, following which our team will give you access to your online portal. Once you receive initial approval, the next step is to fill out the ‘Register with DIFC’ application to fast-track the onboarding process.

The registration process is straightforward and completely digital. Applicants can use the DIFC Portal to submit documents, sign agreements via DocuSign, and access pre-tailored constitutional documents to set up a legal entity. Adopting the ‘jurisdiction-as-a-service’ approach, the Centre also assigns dedicated relationship managers to guide applicants and support with administrative legwork.

Question 4

What are the documents required?

Accepted Answer

Here is a complete list of documents required to be uploaded on the DIFC Portal:

Resolution of board of directors: For Body Corporate Shareholders only.
Articles of Association: Only required if you opt for modified Articles. In case of standard Articles, this document will be pre-filled and automatically uploaded.
Statement of Incorporators: Only required if you opt for modified Articles of Association.
Initiator and Director Undertaking: Only required if the SPV’s Qualifying Purpose is Structured Financing and it does not have an Authorised Firm as Initiator or a transaction party.

Question 5

What are the costs involved?

Accepted Answer

DIFC offers a competitively priced solution for establishing an SPV. SPVs in DIFC can be set up with a one-time incorporation fee of USD 100 and an annual commercial licence fee of USD 1,000. The licence fee is subject to an additional AED 20 Knowledge and Innovation Dirham fee.

On pricing alone, DIFC’s proposition is unmatched by other financial hubs

SPVs in DIFC can be set up with a one-time incorporation fee of USD 100 and an annual commercial licence fee of USD 1,000. The licence fee is subject to an additional AED 20 Knowledge and Innovation Dirham fee. On pricing alone, DIFC’s proposition is unmatched by other financial hubs.

Question 6

What is a ‘GCC Registrable Asset’ in the context of SPVs?

Accepted Answer

A GCC Registrable Asset refers to an asset registered anywhere in the geographic area of the GCC within 6 months of being established. This includes land and real property, shares in private and public companies, partnership interests, intellectual property, and aircraft and maritime vessels.

An SPV can be established or continued in DIFC for the purpose of holding legal title to or controlling one or more GCC Registrable Assets.

Question 7

What is ‘Qualifying Purpose’ in the context of SPVs?

Accepted Answer

You can set up an SPV in DIFC for the following qualifying purposes:

An Aviation Structure with the sole purpose of facilitating the owning, financing, securing, leasing or operating of an interest in aircrafts.
A Maritime Structure with the sole purpose of facilitating the owning, financing, securing, chartering, managing or operating of an interest in Maritime Vessels or Maritime Units.
A Crowdfunding Structure with the sole purpose of holding the assets invested into/ through a Crowdfunding Platform.
An Intellectual Property Structure with the sole purpose of holding intellectual property for commercial purposes.
Structured Financing with the sole purpose of holding assets to leverage and/or manage risk in financial transactions, including complex lending or security arrangements, derivative transactions, hybrid securities, issuing of Securities to facilitate bond or sukuk issuances, securitisations, and collateralised debt instruments.

Question 8

Is an SPV the right business structure for me?

Accepted Answer

SPVs are business structures that serve multiple purposes – securitising assets, providing operational flexibility, reducing risk exposure, simplifying fundraising, and more – while ensuring tax efficiency and regulatory compliance.

Within DIFC’s business ecosystem, SPVs are part of a wide array of company structures designed to meet varying business needs. These include Active Enterprises, Holding Companies, Managing Offices, and Proprietary Investment Entities, as well as Family Offices, Trusts, and Foundations.

There may be an overlap between different structures in terms of features and utilitarian benefits. Businesses must evaluate their primary objectives when choosing a business structure. Some key considerations to keep in mind include location of assets, tax implications, ownership and governance structure.

Special Purpose Vehicles (SPVs) and other Company Structures

Why set up an SPV in DIFC?

Broad use

Availability

Efficiency

Legal Framework

Access to Global Markets

Flexibility and Support

Cost-Effective Structure

One easy step to start setting up your business

Access DIFC’s AI powered onboarding experience through the DIFC Client Portal, designed to simplify application submission, validation and onboarding.

Corporate Services Providers

Handbooks and documents

SPVs - FAQ's

Types of spaces

Business centres.

Commercial office spaces.