SPV Setup

Business-focused legal support for spv setup in the UAE, helping companies move faster, reduce risk and make confident decisions.

SPV Setup

We support clients in forming SPVs to isolate risks or manage investments, ensuring compliance and structuring aligned with financial and operational goals.

In-depth description

An SPV (Special Purpose Vehicle) is a legally separate entity created to isolate financial and legal risk, often used for specific transactions, asset holding, or investment purposes. Our SPV setup service guides clients through the formation process, ensuring regulatory compliance and structuring the entity to meet unique financial, operational, and strategic goals. We provide comprehensive support from planning to registration, enabling secure and efficient operations within the chosen jurisdiction.

Scope of work

  • Advise on the optimal jurisdiction (e.g., ADGM, DIFC) for the SPV based on its intended purpose (e.g., asset holding, financing).
  • Structure and incorporate the SPV in full compliance with the chosen authority’s regulations.
  • Draft the SPV’s constitutional documents and advise on its governance framework.
  • Assist with the opening of the SPV’s bank account.

Price range

AED 25,000 – AED 100,000
Cumulative assessment – billed Lump Sum.

Primary Determinants of Pricing
Existing structure, number of shareholders and stakeholders.
Purpose of SPV / sole ownership or investors.
Class of shares.

Deliverables

  • The fully incorporated and licensed SPV.
  • A complete set of constitutional and corporate documents.

Do you need a legally separate entity for a specific deal?

Are you acquiring a property or asset through a company?

An SPV ring-fences the asset and its liabilities, protecting your main business from risks tied to that specific investment.

Are you structuring a private equity or investment transaction?

SPVs are the standard vehicle for deal structuring in private equity. We form them in DIFC or ADGM with full compliance.

Do you want to isolate risk from a specific project?

A legally separate SPV ensures that the liabilities of one project cannot reach your other assets or business activities.

Are you co-investing with other parties in a single asset?

SPVs provide a clean legal structure for co-investment arrangements, with governance and exit terms agreed from day one.

Frequently asked questions

SPVs are standalone entities created to isolate specific assets, risks or projects from a parent company. Common uses include ring-fencing a real estate asset, structuring a project finance transaction, securitisation, JV-specific vehicles, and isolating regulated or higher-risk activities from the main group balance sheet.
A holding company owns multiple subsidiaries and is a permanent strategic structure. An SPV is typically purpose-built for a specific transaction or asset with a defined lifecycle. SPVs are often designed to be bankruptcy-remote and to confine liability to the assets they hold, with limited operational scope.
 
DIFC and ADGM SPVs can hold shares in entities that own UAE property. Direct UAE property ownership by an SPV depends on the property location and applicable land law. In many cases, the chain structure (SPV owning a UAE entity which holds property) is used to combine common law governance with mainland property ownership.
SPVs must maintain their legal registration, file UBO information, comply with UAE corporate tax requirements (including economic substance if applicable), and maintain accounting records. Even dormant SPVs have annual filing obligations. Failure to maintain filings can lead to fines and forced strike-off.

A straightforward DIFC or ADGM SPV can be incorporated in one to three weeks. More complex structures, particularly those with multiple shareholders, specific regulatory requirements or integrated financing arrangements, can take six to twelve weeks. Document preparation drives the timeline more than the registry process itself.

Key contacts:

Romain Astruc

Managing Partner – Generalist, Advisory & Litigation

Gabriel Elmarzouki

Associate – Corporate, Commercial & Litigation

Robin Cordeiro

Associate – Corporate and Regulatory Consultant

Get in touch

Other services you might need

An SPV works best as part of a well-designed group structure, with the right contractual, tax and governance framework around it.

Shareholders Agreements & JV Setup Advisory

SPVs created for joint ventures need a robust shareholders agreement. We draft both the structure and the governance.
Learn more

Accounting, Auditing & Tax - UAE Corporate Compliance

SPVs have ongoing tax and compliance obligations, including UBO and ESR. We manage them so you can focus on the deal.
Learn more

M&A Advisory - Acquisitions, Exits & Due Diligence

SPVs are commonly used as acquisition vehicles. We integrate SPV setup with the full M&A legal process.
Learn more

WHAT SET US APART

Why ASTRUC & Co

An SPV is only as good as its legal and tax foundations. We design structures that are clean, compliant and fit for purpose.

1.

Business-first advice

We design SPV structures around your specific commercial objective – asset isolation, joint venture governance, project finance or securitisation. The structure follows the

2.

Cross-border fluency

SPVs in DIFC or ADGM often hold assets in multiple jurisdictions. We ensure the vehicle is effective across every relevant legal system and correctly positioned for tax and

3.

Senior counsel only

SPV structuring decisions have long-term consequences for liability, tax and governance. They are made by senior lawyers with experience across the transaction types and

More than legal counsel

With you, all the way

Life in the UAE brings extraordinary opportunities — and equally complex legal realities. Whether you’re relocating your family, navigating a divorce across jurisdictions, or structuring an inheritance that spans continents, you deserve a legal partner who understands both the technicalities and the human side of what you’re going through. At ASTRUC & Co, we treat every client’s situation as if it were our own.

From our offices in Dubai to our network spanning Riyadh, Paris, and Luxembourg, we bring senior-level attention to every matter — personal or financial. We believe the best legal advice is honest, clear, and delivered by someone who genuinely cares about the outcome. That’s why our clients stay with us, and why they come back when life presents its next chapter.

Ready to move forward?

Book a consultation with our team to discuss your situation and explore the right legal and strategic approach for your business.

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Merger and Acquisition
  • Set-up of the Workstreams related to the Transaction
  • Legal Due Diligence
  • Tax Due Diligence
  • Negotiating and Drafting the SPA
  • Assistance related to Conditions Precedents
  • Registration of the Transaction with the Authorities
Private Equity
  • Advisory on PE life cycle from Fund Formation, Capital Deployment, M&A, etc.
  • Advisory on Financing Rounds and Execution
  • Drafting of Prospectus, Investment Case, Risk Warnings and Investment Disclaimers, etc.
  • Drafting of Shareholders Agreements
  • Advisory on Board of Directors Structuring and Execution
  • Drafting of Policies, Charts and other JVAs
  • Litigation/Arbitration
Banking &Finance
  • Banking loan documentation negotiation and review including requested securities
  • Account opening requirements and forms
  • Compliance controls upon onboarding as a bank customer and regular updates to allow flawless funds repatriation
  • Escalation if needed with banking authorities and preparing file for litigation
  • Arabic speaker for immediate translation or intermediation with third parties including local authorities.
Commercial
  • Commercial Agency – Contract Drafting and Litigation
  • Rent-Sales Contract – Contract Drafting, Contract Management and Litigation
  • Logistic Services Contract
  • IT Services Contract
  • Intermediary Contract
  • Other Services Contract
Construction
  • FIDIC Short Form of Contract
  • FIDIC Larger or more complex projects (the Construction Contract)
  • FIDIC Contractor doing the Design (Plant and Design-Build Contract)
  • FIDIC EPC/Turnkey Contract
  • Review of Ad Hoc Contracts
  • Assistance for Management of the Contract
  • Litigation/Arbitration
Employment Relationship
  • Assistance during Recruitment Phase with Executive Search Agents or Recruitment Agency
  • Drafting Offer Letter and Employment Contract
  • Drafting Disciplinary Policy and Documentation
  • Registration of Company with Labour Authorities
  • Registration of Employee with Labour Authorities
  • Assistance During Disciplinary Proceedings
  • Termination Strategy and Execution
  • Litigation Services
HR Strategy – Advisory Services
  • Labour Market Analysis
  • Labour Legislation Memo and Manual
  • Analysis of Remuneration Trends, Structures and Composition
  • Labour Taxation
  • Industry Practice reg. bonus, schedule, overtime, leave, length of service, etc.
Business Set-Up and Maintenance
  • Comparative Study on Options Available
  • Legal Memorandum on Corporate and Tax Laws
  • Set-Up Services (Company, Immigration, Labour, Banking, Tax)
  • Nominee Services (Regulated Activity)
  • Shareholders Agreements
  • Board of Directors Structuring
  • Dissolution, Liquidation, Bankruptcy Proceedings
  • Litigation/Arbitration (Manager or Shareholders Dispute)
  • Redomiciliation
Joint Venture and Investors Relationship
  • Set-up of Joint Venture Company
  • Drafting Joint Venture Agreement
  • Drafting of Prospectus, Investment Case, Risk Warnings and Investment Disclaimers, etc.
  • Drafting of Shareholders Agreements
  • Advisory on Financing Rounds and Execution
  • Advisory on Board of Directors Structuring and Execution
  • Drafting of Policies, Charts and other JVAs
  • Litigation/Arbitration
Expatriation Services
  • Employment Package and Contract Review
  • Wealth Management Advisory
  • Tenancy Opportunities and Contract Advisory
  • Medical Insurance Advisory
  • Banking Advisory
  • School Advisory
  • Logistic Advisory
  • FX Exchange Advisory
Relocation
  • Resignation Strategy
  • Tax Situation Review
  • Logistic Advisory
  • FX Exchange Advisory
  • Administration of the Departure and Legal Representation
Advisory
  • Advisory Services on the Developer (reliability check)
  • Review of Contract with Developer
  • Conveyance of Property and Supervision of the Sales Process
  • Legal Representation for the Purchase/Sales
  • Assistance with Engineers and Contractors
  • Assistance with tenants or holidays home management firm
Litigation
  • Cancellation of Contract
  • Cancellation of Project
  • Disputes regarding Lands
  • Disputes regarding Permits and Licenses
  • Dispute with Engineer or Contractor
Civil Status
  • Amendment of Civil Status (divorced/married) in Home Country
  • Change of Name
  • Transcription of Marriage or Divorce
  • Legalisation Services with Consulate and Embassies
Nationality and Immigration
  • Application for Nationality due to family reasons
  • Coordination Services for Obtaining Nationality based on Investment (more than 40 countries)
  • Immigration Services to Schengen Country (Tourist, Business, Long Term, Residence, Nationality)
  • Immigration Services to the USA, UK, Canada, Australia (Tourist, Business, Long Term, Residence, Nationality)
  • Immigration Services to GCC countries (Tourist, Business, Long Term, Residence, Golden Visa, Nationality)
Succession Planning
  • Overall Estate Planning with Financial and Legal Experts
  • Set-up of Shariah Compliant Foundation or Holding Structure
  • Set-up of Trust (DIFC, UAE, ADGM, Foreign based)
  • Set-up of Holding Structure
  • Set-up of Last Wills in the UAE, Qatar, KSA and various territories, as needed
  • Family Counseling - Mediation of dispute between family members
Inheritance Proceedings
  • In any country where there are assets
  • Court proceedings based on Shariah Law
  • Court proceedings based on Deceased Law
  • Court Proceedings based on Last Will
Crime against the Person and Narcotics
  • Assault, Sexual Abuse, Murder
  • Kidnapping
  • Household Theft
  • Threat, Insult, Defamation, Harassment
  • Social Media Crimes
  • IT Crimes
  • Stealing or Misappropriation of Personal Data
  • Narcotics
Business Crimes
  • AML issues
  • Cryptocurrency and other Investment related Scams
  • Breach of Trust
  • Deception and Fraud
  • Theft of business secrets
  • Insolvency related Crimes
  • Accounting Crimes
  • Interpol
Marriages
  • Marriage between French nationals
  • Marriage involving a French national and a non-French national
  • Marriage involving two persons of the same nationality
  • Marriage involving two persons of different nationality
  • Marriage involving a Muslim
  • Brief on matrimonial regimes and applicable laws
Divorces
  • Divorce between French nationals
  • Divorce involving a French national and a non-French national
  • Divorce involving two persons of the same nationality
  • Divorce involving two persons of different nationality
  • Divorce involving a Muslim
  • Brief on matrimonial regimes and applicable laws