CORPORATE SERVICESDIFC SPC (DIFC Special Purpose Company)

The Dubai International Financial Center (DIFC) is an onshore financial centre strategically located in Dubai, which provides a secure and efficient platform for businesses and financial institutions to reach into and out of the emerging markets of the region through one of its main vehicles - the DIFC Special Purpose Company (DIFC SPC). DIFC Free Zone is regulated by three independent authorities (the Registration Authority, the Dubai Financial Services Authority (DFSA) and DIFC Courts) to ensure that DIFC center operates in line with best international practice recognized by major financial centers.

DIFC provides a 40 year guarantee of zero taxes on corporate income and profits, enhanced by the UAE’s wide network of double taxation avoidance treaties with regulators and central banks.

DIFC’s legal system and courts follow a Common Law framework administered by an independent and highly regarded regulator the Dubai Financial Services Authority (DFSA).

The Dubai Financial Services Authority (DFSA) grants licenses and regulates the activities of financial services conducted through DIFC –  and adjudicated by an equally respected court system.

DIFC hosts a diverse client base ranging from regulated firms, authorized market institutions, designated non-financial businesses to non-regulated businesses and exempt companies.

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Key Uses of DIFC SPC

Articles of association of the DIFC SPC must be restricted to performing only “Exempt Activities” as following ones:

  • Acquisition by way of leasing, title transfer, and risk transfer or otherwise,
  • Holding and the disposal of any tangible or intangible asset, including but not limited to receivables and shares in connection with and for the purpose of a transaction.
  • Obtaining of any type of financing either banking or capital markets,
  • Granting of any type of security interest over its assets,
  • Providing of any indemnity or similar support for the benefit of its shareholders or any of its subsidiaries,
  • Entering into any type of hedging arrangements, in connection with and for the purpose of a transaction.
  • Acting as trustee or agent for any participant in the transaction.
  • Financing of a transaction or another SPC.
  • Ancillary activities which are related to the activities mentioned above.
  • Any other activity approved in writing by the DIFC Registrar of Companies.

Restrictions of Uses a DIFC SPC

An DIFC SPC is restricted from the following:

  • to conduct “Financial Services” unless authorized by the DFSA.
  • to have more than three shareholders.
  • to operate a trading business
  • to be the general partner of an Investment Partnership
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Case Study:

Strengthen the investor’s control over the 51%local shareholding of his mainland LLC business – Uses of A DIFC SPC to establish a common law corporate entities layer.

Current Business Structuring

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New Business Structuring Or Restructuring

First degree of structuring – More confidential and sophisticated
structuring are possible.
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Outcome:

  • The local and foreign shareholdings are uplifted from a dual sharia law and civil law jurisdiction to a common law jurisdiction:
  • allowing more flexibility to gain a higher investor’s protection while the ultimate local shareholding complies with the mainland regulatory framework;
  • granting access to more sophisticated contractual and structuring environment;
  • Subjecting the resolution of conflicts to a common law jurisdiction, court and arbitration rules.
  • Exiting from the heavy legalisation and notarisation costs (unlike foreign IBC used or corporate actions are executed).

Wincore Advisory Group’s structuring team will advise you on the best structuring to establish your UAE presence and reach your objectives whilst maintaining the highest degree of control over your business and confidentiality. Wincore Advisory Group’s structuring team will advise you also on related capital raising planning, tax structuring and succession planning in a Sharia Law environment.

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Start a conversation

Mohammed Rahali

Wincore Advisory Group Managing Partner
M: +971 (0) 55 138 9591
Email

Maricar Caluracan

Wincore Advisory Group Senior Business Advisor
M : +971 (0) 58 105 1553
Email

Chinwe Azikiwe

Wincore Advisory Group Senior Business Advisor
M: +971 (0) 50 630 0821
Email

CONTACT US WITH EASEGet in touch

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