Who This is for
Usually because of liability, because there is more than one owner, or because the exit in mind is a sale of the company rather than the building.
Every financing, every new partner and every succession question then touches every company at once, individually.
The fund holds the economics; the SPV holds the asset or the deal, and has to be clean enough to survive investor and regulator review.
The cap table you have works; the cap table you are about to need does not exist yet.
This is where ownership most often has to be restructured — and it is far cheaper before the entity exists than after.
What's Included
How it Works
Establish what the vehicle is for
Liability isolation, joint ownership, succession, a fund’s deal-level vehicle, or a sale structured as a share transfer. These lead to different structures — and the answer is not always a new company.
Map the ownership above it
Who holds the shares, in what proportion, and whether any of them is a company, a trust, a foundation or a non-resident. This determines whether the structure will hold.
Select the jurisdiction
Driven by where the asset sits, who the counterparties are, whether the vehicle will ever sponsor residency, and which registry the investor above it is comfortable with.
Draft the constitution before filing
Share classes, transfer restrictions, pre-emption, reserved matters and exit mechanics belong in the articles at incorporation. Adding them later is an amendment, with approvals attached.
Incorporate and complete the register
Certificate of incorporation, register of members, certificates, UBO filing.
Transfer the asset in
Property registration, share transfer instruments, lenders’ consent where an asset is encumbered, and the valuation or approval each registry requires.
Bank, tax and ongoing record
Account opening, corporate tax registration, and a maintenance calendar so the vehicle stays in good standing while doing nothing visible.
What We Need from You
Most of this is a scan and an email — none of it needs to be perfect before we talk, and we tell you exactly what is missing after the first review. The one to raise early: anything that constrains how the asset may be held — a loan, an investor document, a co-owner abroad — because the structure has to be designed around it, not corrected for it.
Timeline and Cost
Straightforward free zone formations are typically completed in about seven working days. An SPV rarely qualifies as straightforward: corporate shareholders, attested foreign documents, ADGM or DIFC incorporation, or an asset transfer running alongside the formation all extend the timetable — and the constraint is almost always document preparation rather than the registry.
Our fee is fixed and agreed in writing against a defined scope before we start, anchored to the work — the structure, the number of shareholders, the documents to be drafted and attested — never to the value of the asset the vehicle will hold.
Registry, notary, attestation and property transfer fees are payable to the relevant authority and shown separately at cost.
Company Cost CalculatorWhere it Goes Wrong
Property is transferred into a company whose ownership turns out to be wrong. Correcting it means a second transfer, second registry fees, and for real estate a second transfer charge — for an error that cost nothing to avoid a fortnight earlier.
A share transfer requires resolutions, registry approval, an amended register, a UBO update, a fresh bank mandate and, where an investor is in, their consent. Banks often re-run onboarding rather than amend the mandate.
Undisclosed ownership fails at exactly the moment the structure matters — bank review, investor due diligence, UBO disclosure, or a dispute. Restructure openly before incorporation rather than paper over.
Registration for corporate tax is required regardless of profit or trading, and registry filings, UBO records and renewals continue whether or not the vehicle has ever issued an invoice.
Whether a registry’s vehicle can hold UAE real estate, and what approvals that requires, is decided by the property registry. Choosing the company first is how a structure ends up rebuilt.
A vehicle designed to be sold as a share deal needs transfer mechanics, clean records and a clear register from day one. A buyer’s lawyer inspecting a retrospective record will discount the price or ask for indemnities.
Questions
What is an SPV, in practice?
A company incorporated to hold a defined asset or set of assets rather than to trade. Its purpose is to separate that asset — and the liabilities attached to it — from the rest of an owner’s affairs.
Can an SPV hold UAE real estate?
Some can, depending on the jurisdiction of the vehicle and the emirate and registry where the property sits. The property registry decides, not the company registry — settled at assessment before anything is incorporated.
Is a holding company the same thing?
Not quite. A holding company typically owns shares in operating subsidiaries on an ongoing basis; an SPV is usually narrower and often finite. The same design work produces both, and many structures use one above the other.
Does an SPV pay corporate tax?
It is a taxable person and must register, regardless of whether it trades or profits. What it pays depends on its income and status.
Can I move an asset I already own into a new SPV?
Usually. The transfer is a separate transaction with its own approvals, valuations, lender consents and costs — priced before you decide, not after.
Will a bank open an account for a company that only holds assets?
Some will and some will not, depending on the structure, ownership and jurisdiction. We tell you at assessment which institutions realistically consider a profile like yours.
Can the SPV sponsor residence visas?
Depends on the jurisdiction and the type of vehicle — several registries offer holding vehicles with no visa entitlement at all. If residency matters, it is part of the structure decision, not an afterthought.
Do I need one company per asset?
Not always. Separate vehicles isolate risk between assets; a single vehicle is cheaper to run. The answer depends on how correlated the risks are and how you expect to sell.