When investors come together around a good opportunity, the focus is usually on the asset, the numbers, and the upside. Trust is high, intentions are good, and the assumption is that “we’ll figure the rest out later.”

In practice, this is where many partnerships begin to crack.

At Affinitas FZCO, we regularly see investor groups reach the same moment of hesitation just before signing a deal:

What happens if one partner wants to exit early?
What if a shareholder passes away?
Who can approve a sale, take on debt, or change the structure?

These questions don’t signal a weak partnership. They signal a serious one.

DMCC SPV Structure in Dubai

The Challenge

Recently, a Dubai-based investor group approached us while preparing to invest jointly in a UAE asset. The commercial opportunity was sound and the partners were aligned, but they understood that alignment today does not automatically protect a partnership tomorrow.

Their requirement was not complexity for its own sake. They wanted a structure that would remain functional under pressure.

Specifically, they needed clarity around ownership and returns, protection against unilateral decisions, a fair and predictable profit mechanism, and flexibility for exits without destabilising the investment.

The Structuring Approach

We advised the use of a DMCC Special Purpose Vehicle (SPV) and focused on governance and economics as two related but distinct layers.

The structure was designed so that economic participation reflected each investor’s contribution, while decision-making authority remained efficient and clearly defined. Capital recovery was prioritised before profit sharing, ensuring that investors recovered their initial investment under agreed conditions before moving into profit distribution.

Key decisions — such as selling the asset, raising debt, or changing the capital structure — were classified as reserved matters, requiring collective approval rather than individual discretion. Transfer restrictions were also implemented, giving existing investors first rights in the event of an exit and preventing unexpected third-party involvement.

Finally, the SPV included regular reporting obligations, ensuring transparency and reducing the risk of mistrust caused by information gaps rather than actual performance.

The Outcome

The result was a structure that all parties understood from day one. No assumptions were left undocumented. No critical powers were implied rather than defined.

Most importantly, the structure protected not only the capital invested, but the relationships between the investors themselves. This is often overlooked, yet it is one of the primary reasons partnerships fail even when the underlying investment performs well.

Where This Type of SPV Works Best

This approach is particularly effective for family investment holdings, partner-led ventures, real estate investments, and UAE-based venture or asset investments where multiple stakeholders are involved.

The underlying principle is simple: the best SPV structures are not over-engineered. They are commercially aligned, clearly governed, and tailored to the realities of how investors actually make decisions.

In our experience, the majority of partnership disputes arise from three recurring issues: unclear decision-making authority, the absence of a defined exit mechanism, and profit distributions that were assumed to be “obvious” but never formally agreed.

The most effective time to address these risks is not when tensions arise, but before the investment is made.

If you are entering a joint investment in the UAE and want a structure that protects all parties from the start, this is exactly what a well-designed SPV is meant to do.