Services  /  02

Holding companies, SPVs, foundations and family office structures in the UAE and Asia

Structuring

Holding companies, SPVs, foundations, trusts and family offices, designed so that each layer has a reason to exist: regulation, investors, succession or substance.

Every layer needs a reason.

If we cannot say what an entity is for, it does not go in the chart.

100%

100%: the direct holding at each layer of the family holding example on this page.

Holding companies and SPVs in ADGM and DIFC

Where the group is owned from, and the special purpose vehicles that hold assets, financing or intellectual property.

971 ADGM971 DIFC971 Free zones65 ACRA852 Companies Registry

What we do

  • Choice of centre and entity type for the holding layer
  • SPVs for acquisitions, assets and financing
  • Shareholder agreements coordinated with your counsel
  • Incorporation, registers and share capital

Compared in words

Mainland, free zone, ADGM or DIFC

Four places to form a company in the UAE. The right one depends on what the company does, who its customers are and who regulates it.

CentreWhereRegistered byLegal frameworkFinancial regulatorTypical use
MainlandOnshore Dubai, trading across the UAEDepartment of Economy and Tourism (DET)UAE federal law and Dubai lawCBUAE and SCA; VARA for virtual assetsTrading and services with UAE customers
Free zoneOne of Dubai’s free zones, each with its own authorityThe free zone authorityUAE federal law and the free zone’s own regulationsDepends on the activity; VARA for virtual assetsOperating companies, service businesses and holding companies
ADGMAl Maryah and Al Reem Islands, Abu DhabiADGM Registration AuthorityEnglish common law, applied directlyFSRAHolding companies, SPVs, foundations, funds and regulated financial services
DIFCDubai International Financial Centre, DubaiDIFC Registrar of CompaniesIts own civil and commercial laws on common law principles, with its own courtsDFSAHolding companies, family offices, foundations, funds and regulated financial services

The marked row is where the family foundation in the example on this page sits. Every structure is chosen for its own facts.

Cross-border structures

Groups that operate in more than one centre. Substance, residency and control have to be consistent everywhere the group touches.

97165852Others on request

What we do

  • Group design across the UAE, Singapore and Hong Kong
  • Substance and management planning
  • Intra-group arrangements, coordinated with your tax advisers
  • Sequencing: what is formed, licensed and moved, and when

ADGM and DIFC foundations and trusts

Vehicles that separate ownership from control, for succession, asset protection and long-term holding.

971 ADGM971 DIFC971 RAK ICC65852

What we do

  • Foundation or trust: which, and where
  • Charter, by-laws and letters of wishes
  • Council, guardian and beneficiary design
  • Ongoing administration and records

Family office setup: Dubai, Singapore, Hong Kong

Single family offices that hold, invest and govern family wealth, with the regulatory status that fits what they actually do.

971 DIFC / ADGM65 13O / 13U852 FIHV

What we do

  • Family office entity and governance design
  • Investment vehicles and incentive schemes, with your tax advisers
  • Family constitution and decision rights
  • Staff, substance and reporting

Example

A family holding

A foundation holds the family’s interests through a holding company, with a separate investment vehicle and an operating business.

Illustrative only.

100%100%100%FAMILYFounding familyBeneficiariesFOUNDATIONFamily FoundationADGM / 971971HOLDING COMPANYFamily HoldCoDIFC / 971971Operating GroupOperating / 971 / 100%971INVESTMENTInvestment Vehicle6565

FAQ  /  Questions

Questions we are asked.

ADGM or DIFC foundation: which is better?

Both are common law foundations used for family holding, succession and asset protection. The choice turns on the assets held, where the family and the group are, governance preferences and the banks involved. We compare them for your case before anything is set up.

What is an SPV used for?

A special purpose vehicle holds one asset, investment or financing so it can be ring-fenced, sold or financed on its own. ADGM and DIFC are frequently used for UAE holding and SPV structures.

Can a single family office be set up in Dubai?

Yes. Single family offices are commonly set up in DIFC or ADGM. Singapore and Hong Kong also offer family office regimes. The right location depends on where the family lives, invests and banks.

Bring us the complicated one.

Tell us what you are building, where, and what stands in the way. A principal replies, not a sales desk.

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