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Foundation

UAE Foundation Setup

Foundations in the UAE
A Foundation is a distinct legal entity established to passively hold assets for purposes such as family wealth management, estate planning, asset protection, and philanthropy.
Unlike companies, a Foundation has no shareholders, shares or share capital and it is administered by a council in accordance with the Foundation’s Charter and By-laws according to the wishes set by the Founder. This separation from ownership makes foundations particularly well-suited for long-term planning and intergenerational wealth preservation.
Foundations are versatile vehicles for families, investors, and philanthropists seeking a flexible yet secure structure for protecting assets, organizing succession, or supporting charitable initiatives.
By combining confidentiality with structured governance, they ensure assets are managed in line with the Founder’s intentions.
What Is Foundation?
  • Similarities of functions and mechanisms with both a company and a trust, while not strictly a hybrid of the two.
  • An independent legal entity with a distinct personality, separate from the founder.
  • No shareholders or members and does not issue shares or other legal titles of ownership. It is a so-called ‘orphan’ structure.
  • Foundation is governed by its Charter and By-laws.
  • Foundations are managed by a foundation Council and may be supervised by a guardian.
Benefits
  • Wealth structuring, inter-generational legacy planning
  • Asset protection (forced heirship rules, creditors, divorce, hostile takeovers)
  • Long term holding structure of income generating assets (businesses, real estate portfolios)
  • Protection of minors and vulnerable persons
  • Compatible with all asset classes (real estate, shares, stocks/portfolios, crypto, financial assets)
What Is Foundation?
  • Similarities of functions and mechanisms with both a company and a trust, while not strictly a hybrid of the two.
  • An independent legal entity with a distinct personality, separate from the founder.
  • No shareholders or members and does not issue shares or other legal titles of ownership. It is a so-called ‘orphan’ structure.
  • Foundation is governed by its Charter and By-laws.
  • Foundations are managed by a foundation Council and may be supervised by a guardian.
Benefits
  • Wealth structuring, inter-generational legacy planning
  • Asset protection (forced heirship rules, creditors, divorce, hostile takeovers)
  • Long term holding structure of income generating assets (businesses, real estate portfolios)
  • Protection of minors and vulnerable persons
  • Compatible with all asset classes (real estate, shares, stocks/portfolios, crypto, financial assets)
Limitations of a Foundation
  • Does not cover guardianship of minors.
  • Requires ongoing compliance, charter reviews, and annual filings.

Does not cover guardianship of minors.

Requires ongoing compliance, charter reviews, and annual filings.

Legal Structure and Purpose
A foundation operates as a separate legal personality. It can own assets, enter contracts, sue or be sued, and undertake any lawful activities outlined in its charter. Key purposes include:

Family Wealth Management :

Consolidates and manages family assets, ensuring orderly preservation and distribution.

Estate Planning :

Provides a smooth mechanism for transferring assets to heirs, avoiding probate complexities.

Asset Protection :

Shields assets from creditor claims, disputes, or political risks.

Philanthropy :

Used to fund education, healthcare, cultural, or charitable initiatives.
Benefits of a Foundation

Asset protection :

Provides a firewall against third-party claims.

Legacy planning

Ensures continuity of wealth across generations.

Privacy

Beneficiaries and founder are not typically public record.

Compatibility

Can hold any asset class from real estate to crypto.
Requirements for Establishing a Foundation

Founders

  • At least one founder is required (individual or corporate).
  • Founders do not need to be residents, allowing global flexibility.

Council Members

  • A minimum of two council members is required.
  • They oversee operations, manage assets, and ensure the founder’s wishes are followed.
  • Residency is not required, so members can be from any jurisdiction.

Registered Agent

  • If no physical office is maintained, a registered agent licensed in the jurisdiction must be appointed.
  • The agent serves as the main contact point for regulatory authorities.

Charter and By-Laws

  • The charter outlines the name, objectives, founder details, and initial assets. It acts as the foundation’s constitution.
  • The by-laws govern internal matters such as decision-making, council powers, and membership rules. By-laws remain private, ensuring confidentiality.

Capital Requirements

  • No significant minimum capital is required. Often, a nominal contribution is made to establish the foundation, with assets added over time.

Compliance and Reporting

  • Foundations must comply with anti-money laundering (AML) regulations, maintain accurate records, and file suspicious activity reports if necessary.
  • Annual accounts and, in some cases, audits may be required to maintain transparency.

Office Address

  • A registered office within the jurisdiction is mandatory, either through a registered agent or a dedicated office.

Duration and Dissolution

  • Duration : A foundation can be created for a fixed period or perpetually, depending on the objectives defined in the charter.
  • Dissolution : Provisions for dissolution are set in the by-laws, including rules on how assets are distributed once the foundation is wound up.
Setup Considerations
Foundation Overview Table
ParameterDetails
In a nutshellCommon law regulated free zone with financial theme; has its own courts.
ActivityEstate Planning and Asset protection
Timeframe to set-up10-15 working days [provided that application is in order]
Minimum share capital requirementsNone
Available facilitiesRegistered Office to be provided
Statutory requirements / Annual filing Annual submission of audited financial statements is mandatory if turnover > $13.5M;
Annual submission of financial statements [could be internal and signed by the Director(s)] is mandatory for all entities
Review and modification of Foundation Charter and By-laws We will review the standard Charter and By-laws in accordance with Founder wishes and foundation’s purpose; to expand or limit the powers and authority given to Founder, Council members and /or Guardian
Comparison with Trusts and WILLS
Trusts vs Foundations & Wills vs Foundations Comparison
Trusts vs Foundations
ParameterTrustFoundation
Distinct legal entity and ownership of assetsA trust is a contractual agreement.
Trustee legally owns the assets and enters into contracts on behalf of the beneficiaries.		A foundation forms a distinct legal entity.
Foundation legally owns assets in its own name and can enter into contracts.
Use for commercial purposesMandatoryOptional in DIFC
Registration and lifespanTrusts are not registered; often limited in timeUnlimited lifespan
Shares or membersNeither have shares or membersNeither have shares or members
Wills vs Foundations
ParameterWillsFoundation
Assets Consolidation🔴 No – Assets are held in individual capacity🟢 Yes
Asset protection🔴 No – Prone to 3rd party attacks🟢 Yes – Firewall against 3rd party attacks
Assets subject to probate🔴 Yes – May be costly and lengthy delay in distribution of estate🟢 No – Foundation assets no longer part of personal estate
Enforceability🔴 After the testator’s death🟢 Immediately – after incorporation
Privacy🔴 Limited – Once filed in court for probate, it is public🟢 Yes – Founder and beneficiary are not a public record
Dilutions Risk🔴 High🟢 None – Risk mitigation!
Guardianship🟢 Yes - Guardianship of minors🔴 No – Does not cover guardianship of minors
Legacy Planning🟢 Yes🟢 Yes

Office Address

  • Wills require probate and are public; foundations act immediately and remain private.
  • Foundations consolidate assets and protect against dilution; wills do not.
  • Wills are enforceable after death; foundations are enforceable upon creation.

Office Address

  • A trust is a contractual relationship where a trustee holds assets; a foundation is a legal entity that owns assets in its own name.
  • Trusts are usually time-limited; foundations can last indefinitely.
  • Trusts are not registered; foundations have a formal charter and registration.

Looking to maximize on the benefits of a foundation in the UAE? Partner with Nimbus Consultancy to establish a fully compliant foundation in the UAE for independent, secure asset management.

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Looking to maximize on the benefits of a foundation in the UAE? Partner with Nimbus Consultancy to establish a fully compliant foundation in the UAE for independent, secure asset management.

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