
How UAE foundations work in 2026: DIFC vs ADGM vs RAK ICC compared, real costs, the Article 17 tax election, Dubai real estate, and the Fujairah trust myth.
For most of the past fifty years, a wealthy family in Dubai or Riyadh that wanted a foundation sent the money somewhere else. Vaduz, Panama City, George Town: the structures lived seven time zones from the wealth they held, run by fiduciaries the family met once a year. Then, between 2017 and 2019, the UAE built three foundation regimes of its own. The Abu Dhabi Global Market went first with its Foundations Regulations 2017, the Dubai International Financial Centre followed with Foundations Law No. 3 of 2018, and Ras Al Khaimah's international corporate registry completed the set with the RAK ICC Foundations Regulations 2019. The uptake was slow at first, then very fast: the DIFC alone counted 1,115 foundations by the end of 2025, up 66% in a single year.
Two things explain the acceleration. The first is migration: the UAE has absorbed a remarkable share of the world's mobile wealth since 2020, and people who moved themselves to Dubai want their holding structures nearby, not in the Caribbean. The second is tax clarity. When the UAE introduced its 9% corporate tax in 2023, foundations were technically inside its scope, and for two years advisors hedged. In May 2025 the Federal Tax Authority published a dedicated guide on Family Foundations confirming that a qualifying foundation can elect to be treated as fiscally transparent under Article 17 of the Corporate Tax Law, meaning the foundation is looked through and its investment income lands on beneficiaries who, as individuals, pay 0% UAE tax on it. That guide turned an interesting legal product into a genuinely usable one.
This article covers the whole subject: what a UAE foundation actually is, the three regimes compared with real fees, the persistent myth of the "Fujairah trust," what these structures are used for, the tax position in detail, how the UAE options stack up against Liechtenstein and Panama, the honest limitations, and the setup sequence. One thing before we start: CitizenX is a citizenship and residency platform, not a law firm or tax advisory, and nothing here is legal or tax advice. Foundation planning has consequences in your home country as well as in the UAE, so engage qualified counsel in both before you sign anything.
A foundation is a legal person with no owner. A founder dedicates assets to it, a council manages it, beneficiaries receive from it, and a charter plus private by-laws govern it after the founder is gone. It is the civil-law world's answer to the trust, invented in Liechtenstein in 1926 and copied widely since. If you want the full foundation-versus-trust primer, our Panama foundation guide walks through it; we will not repeat it here.
What makes the UAE versions unusual is the hybrid. Foundations are civil-law technology, but all three UAE regimes were drafted in English, modelled on common-law-influenced statutes (the DIFC and ADGM laws borrow heavily from Jersey and Guernsey drafting), and sit inside jurisdictions with common-law courts. A DIFC foundation answers to the DIFC Courts, where judges recruited from England, Singapore, and Australia hear cases in English under a common-law framework. ADGM goes further and applies English common law directly. Even RAK ICC, the budget registry, lets a foundation elect the DIFC or ADGM courts as its forum. The result is a civil-law asset-holding vehicle enforced by common-law judges, which is a combination that exists almost nowhere else and happens to suit international families very well: the structure their civil-law advisors understand, policed by the courts their bankers trust.
The other defining feature is location. These are not offshore structures administered from an island you will never visit. They sit an hour's drive from the wealth, the family, and the operating businesses of one of the world's largest concentrations of private capital. For a family already resident in the Gulf, that proximity is worth more than any clause in the statute.
Three registries, one species. The differences are in fees, courts, and positioning rather than fundamentals, but the differences decide which one you use.
The Dubai International Financial Centre enacted its Foundations Law, DIFC Law No. 3 of 2018, and the DIFC foundation has since become the flagship product of the centre's family wealth push. The mechanics: any person, resident anywhere, can be the founder. There is no meaningful minimum capital; initial property of USD 100 is enough. A council of at least two members manages the foundation, and the founder can sit on it, as can corporate members. A guardian must be appointed where the foundation has a charitable object or exists for specified non-charitable purposes without beneficiaries; otherwise the role is optional oversight, similar to a protector. The foundation either maintains its own registered office in the DIFC or appoints a DIFC-licensed registered agent, which is what most families do. Beneficiaries are named in private by-laws, and there is no public register of beneficiaries; the searchable record shows the foundation's existence and registered particulars, not who benefits from it.
Government charges are trivial next to the professional fees around them: the registrar's annual licence fee is USD 350, with incorporation charges of a few hundred dollars at most. What you actually pay is for advice and administration. A properly advised DIFC foundation, with a lawyer drafting the charter and by-laws to fit your family rather than a template, runs roughly USD 5,000 to 15,000 all-in to establish, and the annual cost of registered agent, registered office, and any professional council members typically lands between USD 3,000 and 8,000. Cheaper packages exist; they come with template by-laws, and template by-laws defeat the purpose.
The DIFC foundation's signature feature is real estate. Under a memorandum of understanding signed with the Dubai Land Department in May 2018, a DIFC foundation can hold freehold property in Dubai's designated foreign-ownership areas, from Palm Jumeirah to Downtown. Better, the DLD treats a transfer of property from an individual into a foundation of which that individual is founder as a gift, attracting a fee of 0.125% of the property value instead of the standard 4% transfer fee. For someone holding a AED 20 million villa, that is the difference between AED 25,000 and AED 800,000 to restructure. This one arrangement explains a large share of the foundations on the DIFC register.
Abu Dhabi Global Market got there first: its Foundations Regulations 2017 created the UAE's original foundation regime, and the product is functionally very close to the DIFC's. Founder anywhere, council of at least two, no minimum capital of substance, optional guardian for family structures, private by-laws, no public register of beneficiaries. The legal environment is arguably the cleanest in the region, because ADGM applies English common law directly as the foundation of its legal system rather than through a bespoke code, and the ADGM Courts operate wholly in that tradition.
ADGM is the value option among the two financial centres. The incorporation fee is USD 200, and annual charges run about USD 200 for licence renewal plus USD 300 for data protection registration, call it USD 500 a year to the authority. Professional costs are similar in kind to the DIFC but generally 10% to 30% lower, because Al Maryah Island office costs and service provider fees undercut Dubai's. All-in establishment with proper advice runs roughly USD 4,000 to 12,000, with annual running costs of USD 2,500 to 6,000.
On real estate, ADGM matched Dubai's arrangement and then extended it. A November 2018 MoU with the Dubai Land Department allows ADGM foundations to hold Dubai property, and a September 2019 agreement with Abu Dhabi's municipal authorities allows them to hold Abu Dhabi property, inside or outside the designated investment zones. An ADGM foundation can therefore hold real estate in both major emirates, which the DIFC product cannot fully match in Abu Dhabi. ADGM has also been the more crypto-forward of the two centres since its digital asset framework launched in 2018, and families holding significant token positions often find Abu Dhabi's service providers more fluent in the asset class.
Who picks ADGM? Families with an Abu Dhabi nexus, obviously. Beyond them, cost-conscious founders who still want a financial-centre address, crypto holders, and anyone whose advisors prefer pure English common law. The honest trade-off is brand recognition: private bankers in Geneva and Singapore have heard of the DIFC for twenty years; ADGM, launched in 2015, sometimes needs an explanatory paragraph.
Ras Al Khaimah International Corporate Centre is the UAE's offshore-style registry, an hour north of Dubai, and its Foundations Regulations 2019 (substantially amended with effect from July 2025) created the budget option. The design borrows the same common-law-influenced architecture: founder, council, optional guardian, private by-laws, and a mandatory registered agent, since RAK ICC runs on the registered-agent model familiar from BVI and Cayman rather than on physical presence. No office is needed, no one has to visit Ras Al Khaimah, and the whole structure can be established remotely through a licensed agent.
The fee difference is dramatic. RAK ICC's incorporation fee is AED 750, about USD 200, and annual renewal including a typical registered agent's fee runs AED 5,000 to 6,000, roughly USD 1,400 to 1,650. All-in establishment through an agent, with sensible rather than bespoke documents, runs about USD 2,000 to 6,000, and lean packages sit at the bottom of that range. That is a fraction of DIFC pricing for a structure doing broadly the same holding job.
The feature that makes RAK ICC more than a cheap copy is forum election. A RAK ICC foundation can elect the DIFC Courts or the ADGM Courts as the forum for disputes, importing the common-law judiciary of the financial centres into a structure that costs a fifth as much. A foundation registered in Ras Al Khaimah, administered by an agent in Dubai, and litigated (if ever) before DIFC judges is a perfectly coherent package, and it has made RAK ICC the most popular choice for straightforward holding structures: the family that wants shares in a Dubai operating company, a portfolio account, and two properties under one succession-proof roof without financial-centre fees.
The limits are the mirror image. RAK ICC foundations do not enjoy the DIFC's or ADGM's direct MoU machinery for Dubai freehold property, so holding Dubai real estate through one is possible only in more limited circumstances and usually points you back to DIFC or ADGM for that asset. The registry's brand carries less weight with international private banks, so account opening can take longer. And the regime's case law is thinnest of the three, because almost nothing has been litigated.
| DIFC foundation | ADGM foundation | RAK ICC foundation | |
|---|---|---|---|
| Law | Foundations Law No. 3 of 2018 | Foundations Regulations 2017 | Foundations Regulations 2019, amended 2025 |
| Courts | DIFC Courts (common law) | ADGM Courts (English common law applied directly) | RAK courts, with election of DIFC or ADGM courts |
| Minimum capital | USD 100 nominal | No meaningful minimum | No meaningful minimum |
| Registrar fees | ~USD 350/yr licence | USD 200 to form, ~USD 500/yr | AED 750 (~USD 200) to form and renew |
| Realistic setup (advised) | USD 5,000 to 15,000 | USD 4,000 to 12,000 | USD 2,000 to 6,000 |
| Realistic annual | USD 3,000 to 8,000 | USD 2,500 to 6,000 | USD 1,400 to 3,000 |
| Registered agent | Optional (most use one) | Optional | Mandatory |
| Dubai real estate | Yes, via 2018 DLD MoU, 0.125% gift fee | Yes, via 2018 DLD MoU | Limited; not the tool for Dubai freehold |
| Abu Dhabi real estate | No direct arrangement | Yes, via 2019 agreement | No |
| Best for | Flagship family structures, Dubai property, bank recognition | Value plus common law, Abu Dhabi nexus, crypto | Cost-efficient holding and succession structures |
Every few months someone asks us about setting up a "Fujairah trust," usually on the recommendation of a friend of a friend who structured something in the UAE years ago. Here is the plain answer: there is no such thing. Fujairah, the emirate on the UAE's east coast, has no trust law and no foundation regime. The Fujairah Free Zone issues trading, industrial, warehousing, and service licences to operating companies; it registers no trusts, no foundations, and no fiduciary structures of any kind. No statute, no registry, no product. If someone is offering to sell you a Fujairah trust, ask them for the name of the law it would be formed under and watch the conversation change direction.
What people actually mean, almost every time, is a RAK ICC foundation. Ras Al Khaimah is another of the northern emirates, its name is unfamiliar to most people outside the Gulf, and "that trust thing in one of the small emirates" mutates into Fujairah somewhere between dinner parties. Occasionally the confusion points somewhere else: the UAE does have a federal onshore trust law, Federal Decree-Law No. 19 of 2020 Concerning Trusts, which created a civil-law trust with separate legal personality, registered with the Ministry of Finance. It exists mainly for onshore family companies and funds, it is rarely used in international private wealth planning, and it is nobody's idea of an offshore structure. The third possibility is a DIFC trust: the DIFC has a genuine common-law trust regime under its Trust Law of 2018, used mostly by common-law-minded families and in employee benefit and succession arrangements, and it is a respectable product with real trustees and DIFC Courts enforcement.
So if you came here searching for a Fujairah trust, the real menu is this: a RAK ICC foundation if you want the low-cost holding structure your friend probably has, a DIFC or ADGM foundation if you want the financial-centre version with real estate access, or a DIFC trust if you specifically want trust mechanics rather than a foundation. All four are covered in this guide or a paragraph away. None of them is in Fujairah.
Five uses account for nearly everything on the three registers.
Dubai and global real estate. The single biggest driver. Property held personally passes on death through UAE probate, which is slow, and the 0.125% gift fee into a DIFC foundation makes restructuring existing Dubai holdings cheap. A foundation holding the villa, the two apartments, and a London flat through an underlying company puts the whole portfolio under one set of succession rules that the family wrote themselves.
Family business shares. The same fragmentation problem foundations have solved in Europe for a century: shares sit in the foundation permanently, heirs receive distributions rather than shares, and no branch of the family can sell out or lose its stake in a divorce. Gulf family businesses, many now hitting their first or second generational transfer, have adopted the structure quickly, and both DIFC and ADGM have built family-business programmes around it.
Bank and investment accounts. A foundation opens accounts in its own name, and assets in those accounts are outside the founder's estate. UAE and international private banks now onboard DIFC and ADGM foundations routinely; RAK ICC foundations get there too, with more paperwork.
Crypto. The UAE is one of the few serious jurisdictions where a regulated environment, zero personal tax on gains, and foundation law coexist, which is why it features high on any list of crypto-friendly countries. A foundation holding tokens directly or through an underlying SPV gives digital wealth what it usually lacks: a succession plan. Keys die with their holders; foundations do not.
Succession outside forced heirship. This is the use that needs stating carefully. UAE inheritance law applies Sharia principles to estates by default, which prescribe fixed shares for defined heirs. Non-Muslim residents have had opt-outs for years, including the DIFC Wills Service, which lets non-Muslims register English-language wills disposing of UAE assets as they choose. Foundations go a step further and work for everyone: assets validly transferred into a DIFC, ADGM, or RAK ICC foundation during the founder's lifetime are owned by the foundation, not the estate, so there is nothing for inheritance rules of any kind to distribute. The founder's succession wishes live in the by-laws instead. For Muslim families this is not about avoiding religious obligations; many use foundations precisely to organize wealth in line with their own intentions, provide for family members the fixed-share system would treat differently, or simply prevent the fragmentation of a business across a large family. For non-Muslim expatriates it removes the anxiety of default rules written for a different tradition. Either way, the structure works because ownership changed during life, which is also why a foundation formed in contemplation of death, with assets never properly transferred, protects nothing. A simpler alternative for modest estates is a registered will; the foundation earns its fees when there are operating assets, multiple jurisdictions, or governance to manage.
Start with the context that makes the UAE unusual: there is no personal income tax, no capital gains tax on individuals, no inheritance tax, and no wealth tax. An individual holding investments personally in Dubai pays 0% on the dividends, gains, and rent. The question a foundation raises is whether interposing a legal person spoils that, because since June 2023 the UAE levies a 9% corporate tax on the profits of juridical persons, and a foundation is a juridical person.
Article 17 of the Corporate Tax Law is the answer. A foundation that qualifies as a Family Foundation can apply to the Federal Tax Authority to be treated as an unincorporated partnership, in other words as fiscally transparent. Once approved, the foundation is ignored for corporate tax purposes and its income is treated as the income of its beneficiaries. Where those beneficiaries are individuals earning personal investment income, the UAE rate on that income is 0%. The qualifying conditions are sensible: beneficiaries must be identifiable natural persons or public benefit entities, the foundation's activity must be the holding and investment of assets rather than running a business, and avoiding tax must not be the structure's main purpose. The FTA's guide of May 2025 (updated in 2026) confirmed the details, including two points that matter for planners: wholly owned holding entities underneath the foundation can share the transparent treatment, and foreign foundations and trusts can also qualify, so a Liechtenstein foundation or Jersey trust with UAE connections is not shut out of the regime.
A foundation that does not elect, or does not qualify, is a taxable person at 9% on profits above AED 375,000, with the usual exemptions doing much of the work anyway: dividends and capital gains on qualifying shareholdings are generally exempt from UAE corporate tax, so even a non-electing holding foundation often owes little. But the election is cheap, clean, and now well understood, and for a standard family investment foundation there is rarely a reason not to take it.
Transparency of the fiscal kind comes with transparency of the reporting kind. The UAE participates in the Common Reporting Standard, so accounts held by foundations are reported to the tax authorities of the jurisdictions where controlling persons and beneficiaries are resident. Beneficial ownership registers, accessible to authorities, apply across the UAE. A UAE foundation gives privacy from the public, not from governments, which is the same deal every serious jurisdiction now offers.
And your home country's rules ride along regardless. For US persons the analysis is unchanged by anything in this article: the IRS will classify a UAE foundation on its substance, typically as a foreign grantor trust while the founder retains rights or benefits, triggering Forms 3520 and 3520-A, FBAR, and Form 8938, with five-figure penalties for missed filings and no US tax benefit whatsoever from the UAE's 0% rates. UK, EU, Indian, and other residents face their own attribution and look-through regimes. The Article 17 election solves the UAE layer only; take home-country advice before the UAE engagement letter, not after. The clean version of this structure is the one where the founder actually lives in the UAE.
This is the third article in our foundations series, after Panama and Liechtenstein, and the three-way comparison is genuinely useful because the products occupy different corners.
| UAE (DIFC/ADGM/RAK ICC) | Liechtenstein | Panama | |
|---|---|---|---|
| Law dates from | 2017 to 2019 | 1926, reformed 2009 | 1995 |
| Case law | Thin, first disputes only now reaching the courts | A century of foundation jurisprudence | Thirty years, lightly litigated |
| Courts | Common-law courts, English language | Civil-law courts, German language | Civil-law courts, Spanish language |
| Setup cost | USD 2,000 to 15,000 by regime | CHF 15,000 to 30,000 | USD 1,500 to 5,000 |
| Annual cost | USD 1,400 to 8,000 | CHF 10,000 to 25,000 | USD 1,000 to 2,500 |
| Tax at structure level | 0% with Article 17 election | CHF 1,800 minimum as PVS | Territorial, USD 400 franchise tax |
| Privacy | No public register of beneficiaries; CRS applies | Deposited family foundations off public register; CRS applies | Public charter, private bylaws; CRS applies |
| Nexus | Gulf: courts, banks, and property an hour away | EEA: European banking and treaty access | Latin America, cost-driven global |
When Liechtenstein wins: nine-figure estates, European families, philanthropy, and any situation where a century of case law and a licensed fiduciary inside the governance justify ten times the running cost. When Panama wins: pure cost arbitrage for straightforward holding jobs with a Latin American or fully offshore orientation. When the UAE wins: the founder lives in or near the Gulf, the assets include UAE real estate or a regional business, the family wants a structure it can drive to, and the Article 17 election plus 0% personal tax make the UAE simultaneously the home, the bank, and the structure. For the growing population of relocated HNWIs in Dubai, that last case is not hypothetical; it is simply their situation.
The sales decks skip this section, so we will not.
The regimes are young. The oldest of the three laws dates from 2017, and the volume of decided cases interpreting them is a rounding error next to Liechtenstein's century or even Jersey's decades. The drafting is good and the courts are credible, but nobody can yet tell you with citation-backed confidence how a DIFC foundation performs under a determined, well-funded attack, because few have been tried. You are an early adopter of a promising product, and you should price that honestly.
This is not a creditor-defense fortress. UAE foundation laws contain useful provisions limiting claims against properly transferred assets, but none of the three regimes offers anything like the procedural hostility of the dedicated asset-protection jurisdictions: no requirement to relitigate in a distant forum under a beyond-reasonable-doubt fraud standard, no bond just to file, no one-year limitation slamming shut. If your realistic threat is litigation rather than succession, the tools built for that job are a Cook Islands trust or a Nevis trust, and for institutional-grade fund structuring the Cayman toolkit remains the default. A UAE foundation is succession-first technology, like its Liechtenstein ancestor.
Reporting applies in full. CRS, beneficial ownership registers, economic substance rules where relevant, and the FTA's visibility into electing Family Foundations. Anyone marketing UAE structures as a secrecy play is describing a product that was discontinued worldwide a decade ago.
Advice quality varies wildly. Dubai's corporate services market runs from excellent private-client lawyers to volume mills selling template foundations alongside golden visa packages and rental cars. The statute does not protect you from bad by-laws, and most of what a foundation is for lives in the by-laws. Paying USD 3,000 for a structure meant to govern your family's wealth for fifty years is a false economy; paying USD 15,000 to someone who asks hard questions about death, divorce, and disputes is not.
The realistic sequence:
A well-run project goes from engagement to a registered, funded foundation in four to eight weeks, with banking the variable that stretches it.
The UAE angle on a Plan B is unusually complete. Residence is solved by the golden visa, ten years and renewable, through property or investment. Living costs, schools, and safety are solved by Dubai and Abu Dhabi themselves. Income tax is solved by the 0% personal regime, and for fund managers and business owners the corporate side is manageable too; our Dubai hedge fund guide covers how the professional class structures it. The foundation closes the remaining gap, succession and asset organization, from inside the same country. Residence, tax, lifestyle, and structure, all within one jurisdiction: no other Plan B destination packages those four so tightly.
What the package does not include is a passport. Emirati citizenship is effectively closed to foreigners, so the relocated family's entire legal presence rests on renewable permits, while everyone still travels on the passports they arrived with. That gap is real, and closing it means dual citizenship: a second passport that no residence-permit policy change can touch. For most UAE-based families the fastest route is citizenship by investment, funded, often enough, from the very wealth the foundation now holds. The foundation is the permanent layer of the stack; the second citizenship is the insurance on the people who benefit from it. Build both.
A legal entity with no owner, available in three UAE jurisdictions: the DIFC (Foundations Law No. 3 of 2018), ADGM (Foundations Regulations 2017), and RAK ICC (Foundations Regulations 2019). A founder transfers assets to it, a council of at least two manages it, and private by-laws direct who benefits and how, across generations. It combines civil-law foundation architecture with common-law courts, and it is used for holding real estate, company shares, investments, and crypto with built-in succession.
DIFC for the flagship structure: strongest brand with banks, Dubai freehold property via the DLD arrangement at a 0.125% gift fee, setup around USD 5,000 to 15,000. ADGM for similar features at 10% to 30% less, direct English common law, Abu Dhabi property access, and a stronger crypto ecosystem. RAK ICC for cost-efficient holding structures at USD 2,000 to 6,000 all-in, with the useful right to elect the DIFC or ADGM courts as forum. Many families mix regimes by asset.
No. Fujairah has no trust law and no foundation regime; its free zone issues trading, industrial, and service licences only. People who say "Fujairah trust" almost always mean a RAK ICC foundation, formed in Ras Al Khaimah, a different northern emirate. The UAE's other actual options are the DIFC trust, the ADGM and DIFC foundations, and the little-used federal onshore trust law, Federal Decree-Law No. 19 of 2020.
Yes. A DIFC foundation can hold freehold property in Dubai's designated foreign-ownership areas under the DIFC's 2018 MoU with the Dubai Land Department, and transferring property you own into your own foundation is treated as a gift at a 0.125% fee instead of the standard 4%. ADGM foundations have equivalent access to Dubai property under a 2018 MoU, plus Abu Dhabi property under a 2019 agreement. RAK ICC foundations are not the tool for Dubai freehold.
A qualifying Family Foundation can elect under Article 17 of the Corporate Tax Law to be treated as fiscally transparent, so its income is taxed as the beneficiaries' income, and individuals pay 0% UAE tax on personal investment income. The FTA's May 2025 guide confirmed the regime, extended it to wholly owned entities underneath the foundation, and confirmed that foreign foundations and trusts can qualify. Without the election, the 9% corporate tax applies above AED 375,000 of profit, though participation exemptions often reduce it. CRS reporting and your home country's tax rules apply regardless.
Registrar charges are small: roughly USD 350 a year in licence fees. The real cost is professional: plan on USD 5,000 to 15,000 to establish a properly advised foundation with bespoke by-laws, and USD 3,000 to 8,000 a year for the registered agent, registered office, and administration. ADGM runs somewhat less; RAK ICC costs USD 2,000 to 6,000 to establish and USD 1,400 to 3,000 a year.
The UAE built, in under three years, what took other jurisdictions decades: a working set of foundation regimes with common-law courts, near-zero government fees, direct access to Dubai and Abu Dhabi real estate, and, since the May 2025 FTA guide, a clean 0% tax election for family structures. The DIFC is the flagship, ADGM the value-plus-common-law alternative, RAK ICC the budget workhorse, and Fujairah, whatever anyone tells you, has nothing to do with any of it. The honest caveats are the caveats of youth: thin case law, no creditor-fortress mechanics, and an advice market you must filter. For a family living in or near the Gulf, none of that outweighs the core proposition, which is a serious succession structure an hour from home in a country that taxes personal investment income at zero.
A foundation secures what you own. It does nothing for what you carry: your passport, and everything that depends on it. If the structural side of your plan is coming together in Dubai, build the personal side with the same seriousness. Create your CitizenX profile and we will map the citizenship and residence options that belong alongside whatever your advisors build in the DIFC.
CitizenX is a citizenship advisory platform, not a law firm or tax adviser. This article is general information, not legal or tax advice, and rules change. Consult qualified counsel in the UAE and in your country of residence before establishing any structure.