Company types in the AIFC: Private Company, LP or branch — which to choose in 2026
In short:
In short: a Private Company (Ltd) suits most operating businesses. LPs and SPCs are for funds and transactions. A branch lets you operate without creating a new legal entity.
You have decided to register in the AIFC, and all that remains is to choose the legal form. That is not a technical box on a form: it determines your liability, your tax treatment, the office requirements and whether you can carry on the activity you have in mind at all. Getting it wrong at this stage means either re-registering or ending up with a structure that does not solve your problem.
The AIFC offers several forms, and behind similar-sounding names sit quite different instruments built for different purposes. This is a practical guide: not a dry list of forms, but an answer to the question of which one fits your situation.
Private Company (Ltd) — the general-purpose form, and the most popular
If you are not sure which form you need, it is very probably a Private Company. It is the equivalent of a limited liability company: a shareholder’s liability is limited to the amount unpaid on their shares. That is why the form dominates — the overwhelming majority of entities registered in the AIFC use it.
- Key features: a minimum of one founder (an individual or a company). There is no minimum share capital requirement.
- Management: run by a director, who must be an individual. The name must include “Limited” or “Ltd”. The company may not offer shares to the public.
- Who it suits: trading and services companies, IT businesses, consultancies, most holding structures and startups. It is the workhorse of the AIFC.
Public Company — for larger projects raising capital
A Public Company differs from a private one in one fundamental respect: it can offer shares to the public and access the capital markets. It is the form for larger projects planning to raise money from a wide circle of investors, or to list on the AIFC exchange (AIX).
For small and medium-sized businesses the form is excessive: it carries heavier disclosure and corporate governance requirements.
SPC / SPV — an instrument for transactions and holding assets
A Special Purpose Company (SPC, commonly an SPV) is not an operating company but an instrument built for a specific purpose. Its remit is strictly limited: structuring financial instruments, project finance, risk management, and holding particular assets within a specific transaction.
- Advantages: no obligation to lease physical office space. Members’ liability is limited to their capital contribution.
- Limits: an SPC may only carry out the permitted operations within the transaction it was created for. It is not suitable for ordinary trading.
- Who it suits: project finance, securitisation, ring-fencing a single asset, tokenisation and holding structures.
Limited Partnership (LP) — for funds and joint investment
The Limited Partnership is the most popular structure for private equity, venture funds and joint investment projects. The partnership model splits the roles: the General Partner manages the assets and carries full liability, while the Limited Partners are passive investors whose liability is capped at their contribution.
Who it suits: PE and VC funds, investor club deals and joint ventures.
LLP — limited liability partnership
A Limited Liability Partnership is a partnership in which all partners have limited liability. It is formed by two or more persons to carry on any lawful business.
Who it suits: joint ventures and professional partnerships.
Branch and representative office — presence without a new entity
If you already have a company in another jurisdiction and do not want to create a new legal entity, accreditation in the AIFC as a branch or representative office is the answer. The essential difference is that liability for obligations sits with the head office: a branch is an extension of it.
Comparing the forms
| Form | What it is for | Liability |
|---|---|---|
| Private Company (Ltd) | General purpose: trading, services, IT, holding | Limited to the capital contribution |
| Public Company | Large projects, access to the securities markets | Limited, with the ability to offer shares publicly |
| SPC / SPV | Structuring transactions, holding assets | Limited to the contribution; activity confined to the transaction |
| Limited Partnership (LP) | PE and VC funds, joint investment | GP unlimited; LPs capped at their contribution |
| LLP | Joint ventures, professional partnerships | Partners capped at their contribution |
| Branch / representative office | Presence for a foreign company | Rests with the head office |
Conclusion
Choosing a form in the AIFC means choosing an instrument for a purpose, not ticking a registration box. A Private Company covers most operating and holding scenarios; LPs and SPCs are instruments for investment and for structuring transactions.
The lawyers at Osmar Group select the form around your actual business objective and ownership structure — rather than defaulting to what everyone else uses — and handle registration of the structure in the AIFC.
Frequently asked questions
Which AIFC company form is the most popular?
The Private Company (Ltd) — it accounts for the overwhelming majority of entities registered in the AIFC. It is a general-purpose limited liability form with no minimum capital requirement.
Is there a minimum share capital for an AIFC company?
There is no minimum share capital requirement for a Private Company. For an SPC the capital is set according to the particular investment project.
How does an SPC differ from an ordinary company?
An SPC is created for a specific transaction, its activities are confined to the permitted operations within that transaction, and there is no obligation to lease physical office space. It is a structuring instrument, not an operating company.
What is the difference between an LP and an LLP?
In an LP the roles are split: the General Partner manages and carries full liability, while the Limited Partners contribute capital with limited liability. In an LLP all partners have limited liability.
Can a foreign company open a branch in the AIFC?
Yes. A foreign company can be accredited in the AIFC as a branch or representative office without creating a new legal entity; in some cases the head office’s licence can be recognised in the AIFC.