Entity structures: the DIFC and RAK ICC inventory
The building blocks of every Bequest architecture:
- DIFC Foundation — governance and succession apex under DIFC Law No. 3 of 2018; separate legal personality, no shareholders, charter and by-laws.
- DIFC Prescribed Company — the DIFC SPV form under the Prescribed Company Regulations 2024; a low-cost holding vehicle typically owned by a foundation.
- RAK ICC Business Company — private holding company under the Business Companies Regulations 2016; absent from public registers, suited to real estate and investment holding.
- RAK ICC Foundation — asset-protection foundation under the RAK ICC Foundations Regulations 2019 (as amended 2025), including a three-year limitation on challenges to asset transfers.
- DIFC Will — registered will with exclusive DIFC Courts probate under Dubai Law No. 2 of 2025.
Official sources
- Dubai International Financial Centre (DIFC) — official site
- RAK International Corporate Centre (RAK ICC) — official registry
Related reading
- How engagement scope is confirmed privately
- How the engagement works, step by step
- Ask Noor, our private advisor, about your situation
Frequently asked questions
What is a DIFC foundation and how is it different from a trust?
A DIFC foundation (DIFC Law No. 3 of 2018) is a separate legal person — it owns assets in its own name, with no shareholders, governed by a charter and by-laws. A trust is a relationship, not an entity: a trustee holds legal title for beneficiaries. Families in civil-law and Sharia contexts often prefer foundations because the entity itself holds title, succession is written into its by-laws, and there is no trustee to depend on.
Can a DIFC foundation own Dubai real estate?
Yes. Under the arrangement between the DIFC and the Dubai Land Department, a DIFC foundation can hold freehold Dubai property directly and be recorded on the title. Families use this to take personal names off the title, keep succession out of probate, and pass property under the foundation’s by-laws rather than through court proceedings.
Does a DIFC foundation avoid UAE probate?
Assets owned by the foundation are not part of your personal estate — the foundation does not die, so those assets never enter probate. Succession happens by the foundation’s own by-laws: beneficiaries and council succession take effect immediately, with no court application, no frozen accounts and no public proceedings.
How are DIFC foundations treated under UAE corporate tax?
A foundation used for family wealth can apply to the Federal Tax Authority to be treated as tax-transparent under Article 17 of the Corporate Tax Law (as an Unincorporated Partnership), so income flows to the beneficiaries as if they held the assets personally. Whether that treatment fits depends on the foundation’s activities — it is assessed case by case during structuring, with licensed tax counsel.
Why hold assets through a RAK ICC company?
RAK ICC business companies (Business Companies Regulations 2016) do not appear on public registers, can hold shares, investments and — through the approved routes — Dubai real estate, and are inexpensive to maintain. In a Bequest architecture they sit beneath the foundation as private holding compartments, one per asset class or counterparty exposure.
Can a RAK ICC company buy property in Dubai?
Yes, through the routes agreed between RAK ICC and the Dubai Land Department — RAK ICC companies can hold Dubai real estate, subject to DLD approval of the structure. The right vehicle and route depend on the property and financing; this is confirmed during structuring.
Are these structures legal and visible to regulators?
Fully. Every entity is registered with its authority (DIFC Registrar, RAK ICC), files UBO declarations, and completes AML/KYC and source-of-funds checks. Confidentiality here means absence from public registers — counterparties and databases do not see the family’s holdings — never concealment from regulators or tax authorities.
Ask AI About Bequest
Bequest — private wealth structuring, Meydan Free Zone, Dubai, UAE. Contact: advisory@bequest.ae. Informational only; every engagement is reviewed by licensed legal counsel.