A DIFC structure addresses this by creating separate layers for ownership, strategy and operations.

At the top sits a DIFC Foundation. This acts as the long-term ownership and succession vehicle. Instead of family ownership being embedded directly in operating companies, the Foundation becomes the legal apex for the group. It can define how value passes across generations, who exercises control, and how family governance works over time.

Below the Foundation sits a DIFC holding company. This becomes the central strategic platform. It can own the key subsidiaries, act as the principal counterparty for investors and lenders, and provide a clear point of oversight for the group.

Below the holding company sit DIFC SPVs. In this context, these are usually used as passive holding vehicles for trademarks, licences, franchise rights, receivables and strategic equity positions. They are not the entities that run stores or employ staff. Instead, they act as the asset-holding layer above the operating business.

At the bottom sits the operating layer. These are the local trading entities that sign leases, employ staff, contract with suppliers and run stores or outlets in each market.

This separation is the core logic of the model: the brand sits above, the operational risk sits below.

What this structure achieves

The first benefit is that brand equity is held above operating risk. Trademarks, licences and other core brand assets are no longer trapped inside the same companies that deal with landlords, staffing issues and day-to-day volatility. If one operating company runs into trouble, the group is not automatically putting its core brand value at risk.

The second benefit is cleaner ring-fencing of liabilities. Store-level liabilities, market-specific disputes and local compliance issues can sit in dedicated operating entities. This becomes especially important for businesses with multiple outlets, multiple brands or expansion into different GCC markets.

The third benefit is cleaner investor entry. Many retail and F&B groups struggle when investors want exposure to the brand but not to the historic liabilities of store operations. A DIFC-led structure can create a clearer entry point at the brand or holding-company level, which is far more attractive for strategic investors, franchise partners and private capital.

The fourth benefit is more efficient cross-border expansion. When the brand is held in a dedicated vehicle, licensing and franchise arrangements become easier to structure. New countries can be added through local operating companies without constantly re-engineering ownership of the brand itself.

The fifth benefit is succession planning. In many family-owned groups, succession is not documented properly because the family wealth and the operating business are held together in the same legal entities. A DIFC Foundation can create a much more orderly framework for passing long-term ownership without disrupting the operation of the retail business.

How this works in practice

A typical consumer retail or F&B structure may look like this:

• A DIFC Foundation at the top as the succession and governance vehicle.
• A DIFC holding company beneath it as the strategic and investment platform.
• One or more DIFC SPVs holding trademarks, licences, franchise rights and strategic shareholdings.
• Local operating companies in each market holding leases, staff and trading activity.

That means the operating companies become users or licensees of the brand, rather than the owners of the brand. This is a major shift. It allows the group to treat the brand as a long-term strategic asset rather than just another line item within a local OpCo.

For a growing F&B group, for example, one SPV may hold the trademarks and recipes for the flagship concept, another may hold master franchise rights for a regional brand, and each country-level operating company may run the local stores under licence.

For a multi-brand retail group, the structure can separate premium brands, mass-market brands and new concepts into different holding pockets. That makes it easier to partner selectively, exit selectively or bring in capital at the right level.

Worked scenario: a GCC family-owned multi-brand retail and F&B group

Consider a GCC-resident family that owns several retail and F&B concepts. Over time, the brands, leases, staff and supplier contracts have all ended up inside one or two local trading companies. Family members are listed as shareholders in those companies. There is no clear separation between strategic ownership and the operating business.

Now the group wants to do three things at once: bring in an outside investor for one concept, expand a second concept through franchising, and create a cleaner succession path for the next generation.

In the legacy structure, all of this becomes difficult. The investor does not want exposure to all existing trading liabilities. The franchise expansion requires a cleaner licensing chain. And succession discussions become tangled because family ownership is embedded directly in the trading entities.

Under a DIFC structure, the family establishes a Foundation as the apex owner. A DIFC holding company sits below it. Brand SPVs are created to hold trademarks, licences and the value of the concepts. The local operating entities continue to sign leases and run the stores, but they now do so under licence or through a clearer group framework.

The result is a much cleaner structure:

• long-term family ownership is separated from daily trading,
• brand value sits above operating risk,
• investor entry can happen at the brand or holding-company level,
• and succession sits within a structured DIFC framework rather than depending on who personally owns shares in operating companies.

DIFC SPV or DIFC private company?

A DIFC SPV, or Prescribed Company, is usually the right choice where the vehicle is meant to hold assets passively. That makes it suitable for trademarks, licences, franchise rights, receivables or equity in local companies. It is not intended to be the entity that runs the retail business itself.

A DIFC private company is generally the better option where the entity needs a broader role — such as acting as the central holding platform, borrowing, contracting more widely or managing more active commercial arrangements.

In practice, many groups use both. The holding company may be a DIFC private company, while the brand and asset vehicles beneath it are SPVs.

Regulatory and tax considerations

 

Modern consumer retail structures need to work under both DIFC rules and onshore UAE tax policy.

The Prescribed Company rules define the passive, non-operating nature of DIFC SPVs and shape how they are used in structuring exercises. The regime has also been evolving, with broader access and stronger compliance oversight becoming increasingly important in how these vehicles are used.

The DIFC Foundations framework remains central where long-term family ownership, governance and succession planning are part of the objective. In a consumer business, this becomes particularly useful where multiple brands, multiple family interests or multi-jurisdiction expansion are involved.

The UAE Corporate Tax framework also has to be considered from the start. That includes the treatment of family foundations, holding entities and inter-company relationships. For retail and F&B groups, tax analysis often needs to cover royalties, licences, management arrangements and cross-border flows, not just ownership.

Local market rules continue to apply at the operating level. That includes commercial licensing, employment, food-safety or sector-specific approvals, lease documentation, VAT and any foreign ownership rules in each relevant jurisdiction. The DIFC structure sits above these rules — it does not replace them.

Because these frameworks continue to evolve, many founder-led and family-owned groups are now revisiting older structures to see whether they still support expansion, investor entry and succession efficiently.

Implementation path

 

A typical implementation begins with a detailed discovery exercise. The group’s trademarks, licences, leases, operating entities, shareholders, financing lines and family governance expectations all need to be mapped properly before any structure is designed.

Once that map is prepared, the next step is structure design. This includes deciding what should sit in a Foundation, what should sit in the holding company, which assets belong in SPVs, and which liabilities should remain in local operating companies.

After that comes incorporation and legal documentation. The Foundation, holding company and SPVs are incorporated, and the relevant legal instruments are prepared. These may include foundation documents, shareholder arrangements, IP transfer documents, licence agreements and internal governance papers.

The next stage is transfer and implementation. Trademarks may need to move into a brand SPV. Franchise documentation may need to be revised. Shareholdings and internal agreements may need to be updated so that the structure works in practice rather than just on paper.

Finally, there is ongoing maintenance. The group will need annual filings, changes to governance documents over time, management of beneficiary or ownership updates, and regular support when investors, lenders or new expansion markets come into the picture.

How 10 Leaves supports this structure

For retail and F&B groups, the value of a structure depends heavily on whether it is implemented in an integrated way. It is not enough to incorporate entities and leave the legal and tax logic to be solved later.

10 Leaves supports DIFC structuring through its ability to establish Foundations, holding companies and SPVs as part of one coherent framework. Through Legability, the legal instruments that sit behind the structure — such as Foundation documents, share transfers, governance papers and related legal arrangements — can be designed together with the structure itself.

This matters in consumer businesses because the legal substance of the arrangement is often as important as the entity chart. A brand can only be separated from the operating layer effectively if the ownership, licence and governance documents all reflect that separation properly.

For founders, families and advisers, the aim is not simply to create a DIFC structure. It is to create a structure that protects brand value, supports capital raising, enables expansion and remains workable over time.

Get in touch. 

About the Authors

Rohit Ghai is the Founder of 10 Leaves and Legability. Over two decades, he has advised founders, family offices, and institutional clients on structuring regulated businesses across the UAE — spanning DIFC and ADGM authorisations, SPVs, Foundations, and compliance frameworks. He works directly on mandates, not at arm's length. Connect with Rohit on LinkedIn.

Bishr Shiblaq is Head of Structuring at 10 Leaves  and Legability and advises on cross-border wealth structures across DIFC, ADGM, Luxembourg, and Mauritius. He was previously with Arendt & Medernach, Luxembourg. 

10 Leaves submitted a formal response to DIFC Consultation Paper No. 1 of 2026.

 

FREQUENTLY ASKED QUESTIONS

What is a DIFC SPV in a consumer retail or F&B structure?

A DIFC SPV is a passive holding vehicle used to hold assets such as trademarks, licences, receivables or shares in operating companies. In consumer retail and F&B, it is often used to hold brand value above the trading layer.

Why not hold the brand in the operating company?

When the brand is held in the operating company, it sits alongside lease risk, staff liabilities, supplier disputes and day-to-day trading exposure. That can reduce flexibility and make investor entry, expansion and succession more difficult.

Can a DIFC Foundation own a retail or F&B group?

Yes. A DIFC Foundation can sit at the top of the structure as the long-term owner of the holding company. This is often useful where family ownership, succession and governance need to be managed separately from operations.

What is the difference between a brand SPV and an operating company?

A brand SPV is meant to hold the strategic asset — trademarks, licences, recipes, franchise rights or equity. An operating company is the business that signs leases, employs staff and runs stores or outlets. The point of the structure is to keep those roles separate.

Why would an investor prefer this kind of structure?

An investor may want exposure to the value of the brand without inheriting historic store liabilities, lease disputes or local operating complexity. A cleaner structure can create a more attractive entry point at the brand or holding-company level.

Is this structure relevant only for large groups?

No. It is most valuable once a business has more than one brand, more than one market, or a meaningful need for succession planning, investor entry or risk separation. But even mid-sized founder-led groups can benefit if the brand has value beyond the current operating footprint.

Does a DIFC structure replace local operating companies?

No. Local operating companies are still needed to run stores, hold licences, employ teams and comply with local market rules. The DIFC structure sits above them and organises ownership, governance and strategic assets.

When should a group consider restructuring?

Usually when one or more of the following happens: rapid expansion, a new market launch, introduction of outside investors, preparation for succession, a franchise strategy, or concern that too much value is trapped in local trading entities.

For Further Details on Protecting Retail & F&B Businesses via DIFC SPV Structures, Contact here