Key Takeaways
- A DIFC Prescribed Company (SPV) is an ownership vehicle that holds specific assets; a DIFC Foundation is a succession and governance vehicle.
- An SPV answers 'what holds this asset?'; a Foundation answers 'who controls and inherits it, and under what rules?'
- They are complementary, not competing. A Foundation often owns one or more Prescribed Companies.
- Use an SPV for clean asset holding; use a Foundation for long-term control and succession; use both for full wealth structuring.
The DIFC Prescribed Company (SPV) and the DIFC Foundation are often confused, but they solve different problems. A DIFC Prescribed Company is a special purpose vehicle that holds one specific asset, such as shares, real estate, intellectual property or an investment. A DIFC Foundation is a governance and succession structure that can own those vehicles and set the rules for how wealth is controlled and passed on. The two are not rivals. In many wealth structures the Foundation sits at the top and owns one or more Prescribed Companies underneath it.
Prescribed Company vs Foundation: Quick Comparison
| Feature | Prescribed Company (SPV) | DIFC Foundation |
|---|---|---|
| Primary purpose | Hold a specific asset | Govern and pass on wealth |
| Legal nature | Company (separate legal person) | Foundation (separate legal person) |
| Ownership | Has shareholders | Has no owners; self-owning |
| Succession planning | Not its main function | Core function |
| Control | Via shareholders/directors | Via charter, council, guardian |
| Typical use | SPV for one investment or asset | Family governance, legacy, holding SPVs |
| Combine? | Often owned by a Foundation | Often owns one or more SPVs |
What Is a DIFC Prescribed Company (SPV)?
A DIFC Prescribed Company is a streamlined holding vehicle designed to own assets such as company shares, real estate, financial instruments or IP. It has shareholders and directors and is quick to establish with a lighter compliance burden than a fully operating company. It is the tool you use when you simply need a clean legal owner for a particular asset or investment.
What Is a DIFC Foundation?
A DIFC Foundation is a self-owning legal entity with no shareholders. It is run by a charter and a council, and it is built for succession, control and asset protection across generations. It can hold assets directly, including the shares of Prescribed Companies, and set out exactly how those assets are managed and passed on over time.
The Key Difference
What an SPV does: ownership
A Prescribed Company answers a narrow question: *what entity legally holds this asset?* It isolates a single asset or investment in its own vehicle, which is useful for liability separation, co-investment and clean exits.
What a Foundation does: control and succession
A DIFC Foundation answers a broader question: who controls all of this, and how does it pass to the next generation? It adds the governance layer that an SPV on its own cannot provide, including the rules, the council, the guardian and the succession plan.
Using Them Together
The most powerful structures often combine the two. A typical pattern:
- The family establishes a DIFC Foundation as the top-level governance vehicle.
- The Foundation owns one or more Prescribed Companies (SPVs), and each SPV holds a specific asset such as an operating business, a property portfolio or an investment account.
- The Foundation's charter defines who controls the structure and how wealth passes to beneficiaries, while each SPV keeps individual assets cleanly separated.
This delivers asset isolation (from the SPVs) and control plus succession (from the Foundation) in one coherent structure.
When to Choose Each
Use a Prescribed Company (SPV) if you:
- Need a clean vehicle to hold one asset or investment
- Want liability separation between assets
- Are structuring a co-investment or planning a future exit
Use a DIFC Foundation if you:
- Are focused on succession, control and legacy
- Want a governance framework for family wealth
- Need a top-level entity to own multiple SPVs
Use both if you:
- Are building a complete family wealth structure that needs asset separation *and* long-term governance
How Atlas Can Help
Atlas Corporate Services designs and sets up DIFC Prescribed Companies, DIFC Foundations and combined structures around each client's assets and succession goals. We handle the formation, charter drafting, banking introductions and ongoing administration. Contact the Atlas team to design the right DIFC structure for your wealth.
Frequently Asked Questions
What is the difference between a DIFC Foundation and a Prescribed Company?
A DIFC Prescribed Company (SPV) is an ownership vehicle that holds a specific asset and has shareholders. A DIFC Foundation is a self-owning succession and governance vehicle with no shareholders. The SPV holds assets; the Foundation controls and passes on wealth. They are often used together.
Can a DIFC Foundation own a Prescribed Company?
Yes. A common and powerful structure is for a DIFC Foundation to sit at the top and own one or more Prescribed Companies (SPVs), each holding a specific asset. This combines asset separation with long-term control and succession.
Do I need both a Foundation and an SPV?
Not always. If you only need to hold a single asset cleanly, a Prescribed Company may be enough. If you need succession and governance for family wealth, a Foundation is appropriate. Complete wealth structures often combine both.