Since their introduction by the Dubai Multi Commodities Centre (DMCC) in May 2025, the DMCC Special Purpose Vehicle (SPV) and Holding Company (HoldCo) licences have given investors, family offices, multinational groups and asset owners additional ways to structure ownership and investments.
A DMCC SPV is intended to hold and manage specific assets, including real estate or intellectual property, while a DMCC HoldCo is designed to centralise the ownership and control of multiple businesses. These structures serve a different purpose from conventional free-zone companies established to carry out trading, services or other operational activities in the United Arab Emirates (UAE).
As a DMCC Registered Agent, our team at Hawksford can assist you with incorporating and administering your SPV or HoldCo in accordance with applicable DMCC requirements.
To help you understand what the overall setup process would look like, we discuss:
- DMCC SPV vs HoldCo: which structure fits your objective?
- Why set up an SPV or HoldCo in DMCC?
- When may a DMCC SPV or HoldCo not be suitable?
- What should you know before setting up a DMCC SPV or HoldCo?
- Step-by-step process to set up a DMCC SPV or HoldCo
- How we can support your DMCC SPV or HoldCo setup
- Frequently asked questions
DMCC SPV vs HoldCo: which structure fits your objective?
A DMCC SPV can be considered if the goal is to acquire, hold, manage or dispose of investments and other assets in the UAE. These may include debt or equity securities, real estate and intellectual property. It may also enter into transactions relating to those assets, but it is not permitted to carry out general trading activities.
Importantly, you must demonstrate an appropriate connection to DMCC, the UAE or the wider Gulf Cooperation Council (GCC) region to qualify for an SPV licence. This may be through UAE-based ownership or control, or by holding assets that are mainly located in the UAE.
A DMCC HoldCo is generally more suitable where the objective is to own and oversee a group of subsidiaries or other investments. Its primary activity is typically holding assets, including controlling equity interests in subsidiary companies, and centralising group ownership and governance.
Why set up an SPV or HoldCo in DMCC?
DMCC has a community of more than 26,000 companies from over 180 countries, with specialised ecosystems spanning trade, technology, finance and private wealth. This may be useful where your SPV or HoldCo will form part of a wider group that already operates in DMCC, has business interests in Dubai or wants access to DMCC’s network of companies and professional service providers.
DMCC’s SPV and HoldCo licences also have relatively straightforward setup requirements. No separate physical office lease is required, and applications are handled through licensed DMCC Registered Agents.
That said, the choice should still come back to the purpose of the structure.
When may a DMCC SPV or HoldCo not be suitable?
A DMCC SPV or HoldCo may not be suitable if you intend to trade with customers, provide services or use the entity to run a full commercial business. Where the proposed activities go beyond its approved holding or structuring purpose, an operating company with the appropriate commercial licence may be the preferred approach.
Even where a holding structure is appropriate, another UAE option may provide a better fit where the group requires a different legal framework, regulatory environment, financing arrangement or set of investor requirements.
For example, Abu Dhabi Global Market (ADGM) offers SPVs and holding company structures, while the Dubai International Financial Centre (DIFC) provides Prescribed Companies that may be used as SPVs or passive holding vehicles. Ras Al Khaimah International Corporate Centre (RAK ICC) also offers Restricted Purposes Companies designed to act as SPVs, together with companies that may be used for holding investments or subsidiary shares.
It is therefore important to assess the entity’s purpose, ownership arrangements, expected income and banking requirements before deciding whether a DMCC SPV or HoldCo is the most suitable option.
What should you know before setting up a DMCC SPV or HoldCo?
Below are some of the main setup requirements and ongoing compliance requirements to know if you’re keen to apply for a DMCC SPV or HoldCo licence:
| Key consideration | DMCC SPV | DMCC HoldCo |
|---|---|---|
| Legal form | May be established as a limited liability company with shares or as a company limited by guarantee. | May be established as a limited liability company with shares or as a company limited by guarantee. |
| Minimum share capital | AED 50,000 per company and AED 10,000 per shareholder. This should be confirmed against the selected legal form, licensed purpose and DMCC requirements at the time of incorporation. Contribution can be in-kind. |
AED 50,000 per company and AED 10,000 per shareholder. This should be confirmed against the selected legal form, licensed purpose and DMCC requirements at the time of incorporation. Contribution can be in-kind. |
| Company secretary | A DMCC SPV is exempt from the requirement to appoint a company secretary. | A HoldCo will generally need to appoint a company secretary in accordance with the applicable DMCC requirements. |
| Annual general meetings | A DMCC SPV is exempt from the requirement to hold annual general meetings. | A DMCC HoldCo must generally hold its first annual general meeting within 18 months of registration and subsequent meetings at intervals not exceeding 12 months. |
| Licence scope | The SPV should remain aligned with its defined purpose, such as holding or managing specific assets, investments or transactions. | The HoldCo should remain focused on investment holding, group ownership or subsidiary control. |
| DMCC Registered Agent requirement | A DMCC SPV must be established through a licensed DMCC Registered Agent. | A DMCC HoldCo must be established through a licensed DMCC Registered Agent. |
| Physical office | No physical office lease is required for a DMCC SPV. You may use your Registered Agent’s address as your registered office address. | No physical office lease is required for a DMCC HoldCo. You may use your Registered Agent’s address as your registered office address. |
| Bank account considerations | Banks may request information on the underlying assets, source of funds, expected transactions, ownership structure and commercial rationale for the SPV. | Banks may request information on the group structure, source of funds, anticipated income flows, subsidiaries and commercial rationale for the HoldCo. |
| DMCC registration fee | Starting from AED 3,790 Additional costs may include Registered Agent fees, document preparation, banking support, tax and accounting services and ongoing compliance. |
Starting from AED 3,790 Additional costs may include Registered Agent fees, document preparation, banking support, tax and accounting services and ongoing compliance. |
Step-by-step process to set up a DMCC SPV or HoldCo
Importantly, you’ll need to engage a licensed DMCC Registered Agent to facilitate the DMCC SPV or HoldCo application and provide the required registered office address in the DMCC Free Zone. Our team can support you in preparing and managing the incorporation process.
The setup will generally involve the following steps:
1. Confirm the purpose and structure
You’ll first want to be clear on what the entity will be used for and how it will fit within your wider ownership or investment arrangement. An SPV can usually be set up for a specific asset, investment or transaction, while a HoldCo is generally used to own subsidiaries or bring several investments under one structure.
You will also need to decide whether the entity should take the form of a limited liability company or a company limited by guarantee.
Once these points are clear, you can set out the commercial rationale for establishing the entity in DMCC. Where a DMCC, UAE or GCC connection is relevant to the application, this should be supported by appropriate documentation.
2. Appoint a licensed DMCC Registered Agent
To proceed with the setup, a licensed DMCC Registered Agent will be required. The agent will oversee the application and liaise with DMCC on your behalf. They will also provide the registered office address required for the entity in the DMCC Free Zone.
3. Prepare the ownership and governance documents
The application may require information on the shareholders or members, directors, ultimate beneficial owners and authorised representatives.
Depending on the proposed structure, you may also need to provide an ownership chart, corporate documents for any shareholder entities and evidence relating to the assets or investments involved. DMCC may request further information based on the circumstances of the application. Hawksford's acceptance of an appointment as Registered Agent is also subject to the satisfactory completion of our applicable client due diligence and compliance requirements.
4. Confirm the licensed purpose and submit the application
The Registered Agent will confirm whether the SPV or HoldCo licence reflects the intended use of the entity before submitting the application. Bear in mind that the proposed activities must remain within the approved scope.
5. Confirm the registered address arrangements
DMCC does not require SPVs and HoldCos to take a separate physical office lease. However, the entity must still maintain an official registered office address in the DMCC Free Zone through its Registered Agent. Note that the entity is unable to use the registered office address of an operating company within the same group.
6. Complete incorporation and licence issuance
DMCC will review the application and may ask for clarification or additional documents. Once approval has been granted, the required documents must be signed and the applicable fees paid.
The incorporation documents and electronic licence can then be issued. The timeline will depend on the completeness of the application and whether further review is required.
7. Prepare for banking and funding
Bank account opening is typically handled separately from incorporation, so it is worth considering the banking requirements early in the setup process.
The bank may ask for information on the ownership structure, underlying assets, source of funds and expected transactions. It may also want to understand the purpose of the SPV or HoldCo and how funds are expected to move through the entity. Approval remains subject to the bank’s own due diligence and compliance checks.
8. Put ongoing compliance and governance controls in place
Moving forward, the entity will need processes for maintaining its licence, accounting records, beneficial ownership information and corporate documents. These will be important for keeping the structure compliant after incorporation.
How we can support your DMCC SPV or HoldCo setup
As a DMCC Registered Agent, our Dubai team can help you assess from an incorporation and administrative perspective whether an SPV or HoldCo may be suitable for your intended purpose. This includes reviewing what the entity will hold, how it will be owned and how it will fit within the wider group structure.
We can then manage the incorporation process with DMCC, respond to any follow-up requests and provide the registered office address required in the DMCC Free Zone.
Following incorporation, we can assist with licence renewals and ongoing corporate requirements, while helping to coordinate any banking or tax matters connected with the structure. If you are considering a DMCC SPV or HoldCo for your business or investments in Dubai, please get in touch with us to discuss the proposed setup and next steps.
Frequently asked questions
When should investors use a DMCC SPV instead of a DMCC HoldCo?
A DMCC SPV may be preferred where you want to hold a specific asset, investment or transaction separately from the rest of the group. A HoldCo is usually better suited where the aim is to bring several subsidiaries, businesses or investments under one ownership structure. There can be some overlap, so the decision should be made based on what the entity will hold and how it will be used.
Can a DMCC SPV or HoldCo carry out trading activities?
Generally, no. A DMCC SPV or HoldCo is intended for holding and structuring purposes rather than operating a trading or service business. Where the proposed entity will sell goods or provide services to customers, a separately licensed operating company may be more appropriate.
Can a DMCC SPV be used for real estate or intellectual property?
Yes. Real estate and intellectual property are some of the assets that may be held through an SPV. Before proceeding, however, it is important to consider how the asset will be acquired, transferred and financed, together with the relevant legal, banking and UAE corporate tax requirements.
Why is banking preparation important for a DMCC SPV or HoldCo?
Incorporating the entity does not guarantee that it will be able to open a bank account. Banks carry out their own due diligence and will usually examine the purpose of the structure, its owners, the assets it will hold and the source and expected movement of funds.
For this reason, banking should be considered at the planning stage. Please reach out to our team if you would like to discuss the banking considerations for your proposed structure.
When must a DMCC SPV or HoldCo use a DMCC Registered Agent?
A DMCC SPV or HoldCo must use an approved DMCC Registered Agent from the start of the incorporation process. The agent will coordinate the application with DMCC and arrange the entity’s registered office address in the DMCC Free Zone. After incorporation, the agent may also assist with licence renewals and corporate changes, depending on the support required.
How are DMCC SPVs and HoldCos treated for UAE corporate tax?
DMCC SPVs and HoldCos are generally required to register for UAE corporate tax and file a corporate tax return for each tax period. If an entity meets the conditions to be treated as a Qualifying Free Zone Person (QFZP), its qualifying income may benefit from the 0% rate, while non-qualifying taxable income may be subject to the 9% rate.
The availability of the QFZP regime and any 0% corporate tax treatment is not automatic and remains subject to the entity satisfying all applicable conditions under UAE Corporate Tax legislation, based on its specific circumstances.
Dividend income and gains from qualifying shareholdings may also benefit from the participation exemption under the Corporate Tax Law, subject to the applicable conditions.
What ongoing compliance should a DMCC SPV or HoldCo plan for?
After incorporation, the entity will need to maintain its licence and keep its corporate and ultimate beneficial ownership records up to date. For DMCC companies, audit is a mandatory requirement. The entity will also need to meet its applicable filing and corporate tax requirements.
The entity must continue to operate within its approved purpose. Any proposed changes to its ownership, governance or activities should therefore be reviewed before they are made. Please get in touch with us if you require ongoing support with the entity’s corporate and compliance obligations.
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