How to Set Up an SPV (Special Purpose Vehicle) in the UAE & Dubai: 2026 Formation Guide
- Matthew Ivo
- 7 days ago
- 9 min read
The UAE and Dubai are one of the world’s most tax-efficient and investor-friendly jurisdictions to set up a special purpose vehicle (SPV) in 2026. SPVs are widely used for investment holding, asset protection, structured finance, funds, family offices, and cross-border capital deployment. This guide covers documentation, free zones, non-resident banking, tax considerations, and growth opportunities.
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What is a Dubai and UAE SPV - and why use one?
A special purpose vehicle (SPV) is a legal entity created to hold specific assets, isolate liabilities, and support structured investment activities. In Dubai and the UAE, SPVs are commonly used for financing, securitisation, real estate holding, private equity structuring, aircraft leasing, and intellectual property.
The key benefits include:
100% foreign ownership and full control without the need for a UAE local partner.
Tax efficiency in qualifying free zones, often at a 0% corporate tax rate on qualifying income.
Regulatory clarity and robust legal frameworks with common law foundations in financial hubs such as the Dubai International Financial Centre (DIFC) and Abu Dhabi Global Market (ADGM).
Asset protection and liability isolation, lowering risk in complex transactions.
Flexible corporate structures that support holding subsidiaries and investment assets.
How to set up a Dubai & UAE SPV: Step by step
Setting up a Special Purpose Vehicle (SPV) in Dubai requires careful planning and adherence to regulatory requirements. Follow these steps to establish a compliant, tax-efficient, and operationally ready SPV in 2026:
1. Choose jurisdiction and corporate structure
Select the right jurisdiction for your SPV based on business objectives and tax optimisation:
Free zone SPV:Â Popular options include DIFC, DMCC, ADGM, RAK ICC, and JAFZA. These offer 0% corporate tax on qualifying income, 100% foreign ownership, and simplified compliance.
Mainland SPV:Â Suitable for onshore operations that require engagement with UAE clients, but may involve local sponsorship or ownership requirements.
Corporate structure:Â SPVs can be formed as limited liability companies (LLC), private companies, or special purpose companies, depending on the scope of activities and investor requirements.
2. Appoint directors and register a UAE office
Directors and company secretary:Â Appoint at least one director (and a company secretary if required) with clear responsibilities. Free zones often allow foreign nationals to serve as directors.
Registered office:Â All SPVs must have a physical or virtual registered address within the chosen free zone or mainland jurisdiction. Some free zones allow virtual offices for cost efficiency.
3. Define purpose and draft constitutional documents
Memorandum and Articles of Association (MOA & AOA): Clearly define the SPV’s purpose, permitted activities, shareholding structure, and governance rules.
Purpose clarity:Â Explicitly state whether the SPV will hold investment assets, real estate, financial instruments, intellectual property, or other project-specific assets.
Shareholder agreements:Â For multi-investor SPVs, draft agreements to outline profit distribution, voting rights, and exit procedures.
4. Obtain regulatory approvals
Free zone licences:Â Depending on activities, SPVs may require approvals from free zone authorities (e.g., fund management, leasing, or securitisation).
Securities approvals:Â Certain SPVs that manage investment funds may require approval from the UAE Securities and Commodities Authority (SCA).
Compliance documents: Submit MOA & AOA, shareholder details, and proof of directors’ appointments as part of the approval process.
5. Open an SPV bank account
Select a bank:Â Choose a bank that supports multi-currency accounts, segregated accounts per project or asset, and international payments.
Digital onboarding: Platforms like Interpolitan Money allow 100% online onboarding, eliminating the need for physical site visits, which is ideal for non-resident investors.
SPV formation documentation requirements for non-residents & foreign-owned companies
Setting up a Dubai SPV requires careful preparation of legal and financial documentation, especially for foreign investors and non-resident companies. Proper documentation ensures smooth registration, banking access, and regulatory compliance. Foreign investors should prepare the following:
Valid passport copies for all shareholders and directors
Clear, scanned copies required to verify identity and nationality for regulatory approval and banking purposes.
Some free zones may require notarisation or attestation of foreign passports.
Proof of address
Recent utility bills, bank statements, or government-issued residential proofs (typically within the last three months) to confirm the registered address of shareholders and directors.
Board resolution approving the SPV setup (for corporate shareholders)
Corporate entities acting as shareholders must provide a resolution approving the SPV formation.
Resolution should appoint directors and define authorised signatories.
Memorandum and Articles of Association (MOA & AOA)
Outline the SPV’s objectives, permitted activities, shareholding structure, management rules, and governance framework.
Ensures regulatory approval and simplifies banking setup.
Shareholder and beneficial owner details
Full disclosure of all shareholders and ultimate beneficial owners (UBOs) required for AML/KYC compliance and free zone registration.
Bank reference letters and financial documentation
Letters from existing banks confirming the financial standing of shareholders.
Audited accounts or financial statements may be required for account opening and regulatory checks.
Regulatory licences for special sectors
Required if the SPV will engage in regulated activities such as investment funds, real estate development, leasing, or securitisation.
How to choose the right Dubai/UAE Free Zone
Selecting a free zone impacts tax treatment, licensing costs, operational flexibility, and banking access. Many free zones provide 0% corporate tax on qualifying income under the Qualifying Free Zone Person (QFZP)Â regime, but investors must meet substance requirements, including personnel, premises, and qualifying activities.Below is a comparison of leading free zones for SPV formation in Dubai and the UAE:
Free Zone | Ideal for SPV use | Benefits | Tax & licensing insights |
Investment funds, asset managers | English common law, global finance credentials | 0% corporate tax on qualifying income if QFZP criteria met; strong governance. | |
Trade, holding vehicles, asset rights | Flexible licensing, new SPV & holding licences | 0% corporate tax on qualifying income; no physical office required under new SPV licence. | |
Structured finance, holding entities | Common law system, fund-friendly regime | 0% corporate tax for QFZP structures; strong legal protections. | |
Holding companies, asset management | Cost-efficient, flexible structures | 0% corporate tax on qualifying income; widely used for offshore SPVs. | |
Trading, logistics and holding | Strategic connectivity, export hub | 0% corporate tax when QFZP conditions are met; infrastructure benefits. |
UAE/Dubai tax efficiencies and considerations for foreign-owned SPVs in 2026
Dubai and the UAE offer competitive tax advantages for SPVs, but investors must understand regulatory nuances:
Federal corporate tax applies at a headline rate of 9% on profits above AED 375,000, with free zone companies eligible for 0% if conditions are met.
Qualifying Free Zone Person (QFZP) status enables 0% corporate tax on qualifying income, including dividends, capital gains, and permitted operations — requires substance, audited accounts, and transfer pricing compliance.
Withholding taxes are generally 0% on dividends, interest, and royalties.
Non-qualifying income: (mainland UAE operations or excluded activities) is taxed at 9%.
Ongoing compliance: including audited financials and economic substance is critical to maintain tax benefits.
Maintaining regulatory compliance and reporting
Dubai & UAE SPVs must meet ongoing compliance to maintain tax efficiency and legal standing:
Maintain a registered office and records:Â Keep a physical or virtual address and corporate records like board minutes, shareholder registers, and contracts.
File annual returns and licences:Â Submit licence renewals, financial statements, and annual returns on time.
Operate within SPV purpose:Â Ensure activities match the MOA & AOA and free zone rules.
Comply with AML/KYC and tax regulations:Â Verify beneficial owners and meet federal tax and QFZP requirements.
Use corporate service providers:Â They can assist non-residents with filings, compliance, and economic substance obligations.
Growth of SPVs in Dubai and key industries
Dubai’s Special Purpose Vehicle (SPV) ecosystem is experiencing rapid growth, driven by the expansion of financial hubs, increased foreign direct investment, and rising demand for structured investment solutions:
DIFC momentum:Â Registrations in the Dubai International Financial Centre (DIFC) surged in H1 2025, notably among hedge funds and asset managers (seles.io).
DMCC simplification:Â The Dubai Multi Commodities Centre (DMCC) introduced new SPV and holding licenses, streamlining infrastructure requirements for investors.
Diverse applications:Â SPVs are increasingly deployed for real estate portfolios, family offices, structured finance, and technology investment holdings.
Key sectors benefiting from SPVs:
Sector | Description/Use case |
Asset Management | Hedge funds, investment portfolios, structured funds |
Real Estate | Investment portfolios, property development, REITs |
Infrastructure Finance | Funding projects, public-private partnerships |
Fintech | Investment holding, innovation funding, and financial services |
Web3 | Blockchain, crypto assets, decentralised platforms |
International Investment | Cross-border structures, family offices, tax-efficient holdings |
SPV accounts vs traditional bank accounts: Comparison
SPV accounts are optimised for international investment management, multi-currency activity, and structured finance workflows, while traditional bank accounts often lack these features:
Feature | Traditional bank account | Interpolitan SPV account |
Currency management | Limited currencies, often multiple accounts required | 50+ currencies under one account |
Global payments | Potential delays, restrictions | Instant transfers to 160+ countries |
Fund segregation | General account for all assets | Segregated accounts per project/asset |
Cash flow and reporting | Manual, less automated | Automated tracking, reporting |
Expert support | Standard banking support | Dedicated SPV relationship managers |
Physical site visit required | Usually yes | No — 100% online onboarding |
Local UAE banks for non-residents: Comparison
Bank | Typical minimum balance | Multi-currency support | Physical site visit required | Key notes |
Emirates NBD | AED 10,000–50,000+ | Yes | Yes | Standard non-resident savings/deposit accounts |
ADCB | AED 5,000–50,000+ | Yes | Yes | Savings accounts, digital support |
Mashreq Bank | AED 10,000–100,000+ | Yes | Yes | May require higher minimums |
RAKBANK | AED 10,000+ | Yes | Yes | Relatively flexible requirements |
Dubai Islamic Bank (DIB) | AED 30,000+ | Yes | Yes | Sharia-compliant account options |
Abu Dhabi Islamic Bank (ADIB) | AED 5,000+ | Yes | Yes | Varying onboarding requirements |
Commercial Bank of Dubai (CBD) | AED 10,000+ | Yes | Yes | Regional coverage |
First Abu Dhabi Bank (FAB) | AED 3,000–5,000 | Yes | Yes | Expat-friendly but requires documentation |
International banks with UAE presence: Comparison
Bank | Account types for non-residents | Multi-currency support | Physical site visit required | Notes |
HSBC Middle East | Savings, Premier, Global | Yes | Sometimes | Remote onboarding possible for existing clients |
Standard Chartered UAE | Savings & business | Yes | Sometimes | May require visit for higher-tier accounts |
Citibank UAE | Wealth and business | Yes | Sometimes | In-person verification often needed |
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Why Interpolitan Money is better than a traditional bank in the UAE (Dubai)
We help SPVs deploy capital strategically across borders, putting funds to work efficiently and compliantly while supporting clear, informed decision-making.
Feature | Key benefits |
Multi-currency capability for international SPV operations | Hold, convert, and manage AED, INR, GBP, SAR, SDG, and 50+ global currencies in one account; reduce FX risk; access live spot rates, 24/7 execution, and competitive forwards. |
Segregated SPV and project accounts | Create dedicated sub-accounts for each SPV/project; use unique vIBANs; strengthen controls and simplify cross-border audits. |
Efficient global payments and capital movements | Send/receive high-value payments in 160+ countries without a local bank account; access SWIFT, SEPA, Faster Payments; support compliant capital flows. |
Rapid onboarding for non-resident SPV owners | Fast-track onboarding with international KYC team; suitable for complex structures; operational accounts activated within 48hrs. |
Simplified accounting, reporting, and treasury management | Automated reconciliation and consolidated statements; real-time cash visibility; easy integration with internal systems. |
Reduced regulatory friction for foreign investors | Designed for SPVs with non-resident ownership; maintain compliance and credibility; supports lawful international investment flows. |
Global safeguarding with Tier-1 financial partners | Client funds held in segregated accounts; 100% liquidity; regulated by FCA (UK), DFSA (UAE), and FINTRAC (Canada). |
Dedicated Relationship Management | Work with a local team in Dubai & sector specialists; personalised support for payments, FX, compliance; 24/7 account access. |
Take advantage of a platform designed to optimise fund allocation, streamline operational workflows, and support seamless investment activity across international markets, helping you achieve greater efficiency, oversight, and confidence in every transaction.
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Key FAQs on forming an SPV in Dubai & UAE
What is an SPV in the UAE and Dubai?
A Special Purpose Vehicle (SPV) in the UAE—including Dubai—is a legal entity used to isolate risk, hold assets, or structure investments. SPVs are widely used for real estate, family offices, structured finance, and international investment planning.
Where can SPVs be registered in the UAE and Dubai?
SPVs can be formed in several UAE free-zone jurisdictions. In Dubai, the main options are DIFC and DMCC. Across the UAE, Abu Dhabi’s ADGM is also a leading SPV hub offering a common-law framework. Each jurisdiction provides different benefits depending on the structure and purpose.
Which sectors in the UAE and Dubai use SPVs?
Key sectors include asset management, real estate, infrastructure, fintech, Web3, private wealth, and cross-border investment structures. Dubai tends to attract financial services and tech investors, while the UAE overall sees strong use across energy, infrastructure, and international holdings.
What are the benefits of using SPVs in the UAE and Dubai
SPVs offer streamlined governance, asset protection, tax efficiency, risk separation, and flexibility for regional or global investment setups. Dubai adds the advantage of strong financial ecosystems like DIFC and DMCC.
Are SPVs regulated in the UAE and Dubai?
Yes. Dubai’s DIFC and DMCC each have their own SPV frameworks, while ADGM governs SPVs in Abu Dhabi. All operate under modern regulatory standards designed to ensure transparency and investor confidence.
Disclaimer:Â The information provided is for general guidance only and should not be considered legal, financial, or tax advice. Interpolitan Money does not advise on the formation of SPVs in the UAE or Dubai, the selection of corporate structures, or regulatory compliance. You should always consult a licensed professional before making any decisions or taking action.