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Holding company UAE SPV

A Holding Company Special Purpose Vehicle (SPV) is a legal entity in the UAE that aims to hold assets like stocks, real estate, and intellectual property for investment or risk protection. It differs from a normal company as it focuses on making property ownership, asset protection, and money management easier. They are regulated under the UAE Commercial Companies Law and free zone rules.  

They don’t usually trade a lot, but they do handle assets to keep them safe from debts of other companies in the same group.  People from other nations who invest in the UAE also like the fact that there is no personal income tax, lower corporation tax and treaties that stop double taxation.  SPVs are widely used in corporate deals like real estate, mergers, and acquisitions to make complicated business structures less risky.  The law makes sure that people follow the regulations in the UAE, which makes them a great alternative for businesses that want to better their money management in a safe economic hub. 

Who can set up a Holding company UAE SPV 

Where to set up a Holding company UAE SPV ?

Find the ideal location for your Holding company SPV to protect assets, structure investments, and achieve your business goals.

How to set up a Holding company UAE SPV  ?

Setting up a Holding Company SPV in the UAE requires a structured process that follows the rules of the jurisdiction and is in line with the business’s goals. Follow these steps:  

Choose a Jurisdiction

Step 1

Choose a free zone (such DIFC, ADGM, or JAFZA) or an onshore structure based on tax breaks, laws for ownership, or costs. 

Define SPV purpose

Step 2

Set clear goals for the SPV, such owning shares, real estate, or intellectual property. 

Appoint a registered agent

Step 3

Engage a licensed agent to assist with registration and ensure compliance, especially in free zones.

Draft articles of association

Step 4

This is the legal document that describes the SPV’s structure, purpose, and share capital. 

Appoint directors/shareholders

Step 5

Name at least one director and shareholder (individual or corporate) or as required. 

Obtain license and maintain compliance

Step 6

Acquire a holding company license and fulfill annual obligations such as renewals, audits, and UBO filings.

Documents required for Holding company UAE SPV setup 

Setting up a Holding Company SPV in the UAE requires specific documentation to meet regulatory standards. These are essential documents:  

Passport copies

Shareholders and directors must have valid passports (if they are persons).  

Proof of address

Each person needs a current utility bill or residency certificate (less than three months old.

Corporate documents

For corporate shareholders, please provide the articles of association, certificate of incorporation, and director/shareholder listings (translated/certified as necessary).  

Articles of association

Document containing details of SPV’s purpose, share capital, and governance structure. 

Application forms

Jurisdiction-specific forms, along with KYC and anti-money laundering compliance documents. 

Registered agent details

Name and address of the licensed agent, if required by the jurisdiction.  

Board resolution

A resolution that gives permission for the SPV to be set up and names of representatives for corporate shareholders.  

Share capital proof

Specific jurisdiction may mandated minimum capital deposit.  

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Frequently asked questions

Holding company: It owns shares in its subsidiaries and controls them. It is used for managing assets, combining them, and separating risks.  

SPV (Special Purpose Vehicle): It is a type of subsidiary that is set up for a specific, limited purpose, like holding a project, asset, or liability. It is often separate from the parent company’s financial concerns.

Yes. An SPV must be set up in an approved jurisdiction (like ADGM, DIFC, or RAK ICC), have at least one shareholder and director, a registered office, and comply with AML/KYC rules. It can only hold assets and investments, not conduct commercial trading.

No strict capital requirement, but typically USD 1,000 to USD 10,000 is used as standard share capital depending on the jurisdiction.  

No physical office is needed. A registered UAE address or virtual office through a registered agent is sufficient.  

Generally, SPVs do not operate commercially. They’re not meant for raising funds unless structured under specific regulations and jurisdictions.

Assets can be transferred after incorporation and once the legal structure is in place.  

Yes. SPVs can own global assets such as foreign company shares, properties, or IP rights.  

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BYB (Build Your Business) is a specialized firm focused on building the foundation for businesses to operate globally. We provide clear guidance and practical support to individuals and companies on how to properly establish their business, follow all rules, and design its structure to begin work in different countries. Our deep knowledge includes how to stay compliant in various nations, selecting the best legal setup, and making smart choices about local business environments. We help get registrations, explain tax requirements, and put in place the basic systems for running an office. BYB is an essential partner for those starting international businesses, making sure they have a solid and rule-abiding base from the very beginning.

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