Quick Decision Table: Which Holding Structure Fits Your Needs?

Before diving into the details, here is a snapshot comparison of Dubai's main holding company jurisdictions:

Holding Company Jurisdiction Comparison

Note: All holding companies can benefit from the UAE's Participation Exemption on qualifying dividends and capital gains, regardless of jurisdiction.

What Is a Holding Company?

A holding company is a parent entity established primarily to own and control other companies, assets, or investments rather than to conduct active trading operations. In the UAE, holding companies serve several strategic purposes:

Primary functions:

  • Holding shares in subsidiary companies (UAE or international)
  • Owning real estate properties
  • Managing intellectual property (IP) portfolios
  • Consolidating family wealth and investments
  • Facilitating group restructuring and M&A transactions
  • Providing asset protection through liability separation

What holding companies cannot do:

  • Conduct active trading or manufacturing
  • Provide services directly to customers (in most structures)
  • Hire employees (for SPV structures specifically)

The distinction between an "operational" holding company and a "passive" holding company (often structured as an SPV) is critical for determining the appropriate setup jurisdiction, tax treatment, and compliance requirements.

Why Set Up a Holding Company in Dubai in 2026?

Dubai has emerged as a premier holding company jurisdiction, competing with traditional centres like Luxembourg, the Netherlands, Singapore, and the Channel Islands. Several factors make 2026 an opportune time:

1. Favourable Tax Regime with Participation Exemption

The UAE Corporate Tax regime, effective since June 2023, provides significant benefits for holding companies:

Domestic dividends: Dividends received from UAE-resident companies are automatically exempt from corporate tax, regardless of ownership percentage or holding period.

Foreign dividends and capital gains: Exempt under the Participation Exemption if the following conditions are met:

  • Minimum 5% ownership interest (or acquisition cost ≥ AED 4 million)
  • 12-month uninterrupted holding period (or intention to hold for 12 months)
  • The subsidiary is subject to corporate tax at a statutory rate of at least 9%
  • No more than 50% of the subsidiary's assets consist of non-qualifying interests

This means well-structured holding companies can achieve effective 0% tax on qualifying investment income.

2. No Withholding Tax

The UAE imposes no withholding tax on dividends, interest, or royalties paid to non-residents. This makes UAE holding structures attractive for international groups seeking to minimise tax leakage on cross-border payments.

3. Extensive Double Tax Treaty Network

The UAE has over 140 Double Taxation Avoidance Agreements (DTAAs), enabling holding companies to access reduced withholding tax rates when repatriating profits from foreign subsidiaries.

4. 100% Foreign Ownership

All UAE jurisdictions now permit 100% foreign ownership for holding companies without requiring a UAE national partner or local service agent.

5. Strategic Location

Dubai sits at the crossroads of Europe, Asia, and Africa, providing natural timezone overlap with major financial centres and access to the MEASA region's USD 8 trillion GDP.

6. English Common Law Options

Financial free zones (DIFC and ADGM) operate under independent legal systems based on English common law, with their own courts conducting proceedings in English. This provides international investors with familiar legal frameworks for:

  • Shareholder agreements
  • Trust structures
  • Dispute resolution
  • Recognition by foreign courts and banks

Holding Company Structures in Dubai: SPV vs LLC vs Offshore

What Is an SPV (Special Purpose Vehicle)?

An SPV (also known as a Prescribed Company in DIFC) is a lightweight corporate structure designed specifically for passive activities. SPVs cannot trade, hire employees, or conduct operational business. They exist solely to:

  • Hold shares in other companies
  • Own real estate
  • Hold intellectual property rights
  • Facilitate structured financing transactions
  • Ring-fence assets from financial and legal risk

Key characteristics:

  • No physical office required (registered address via Corporate Service Provider)
  • No employee visas available
  • Minimal compliance obligations
  • Low setup and maintenance costs
  • Cannot conduct active business operations

DIFC Prescribed Company (SPV)

The Dubai International Financial Centre offers one of the most cost-effective SPV structures globally:

Official Fees (from DIFC):

  • Application/incorporation fee: USD 100 (one-time)
  • Annual commercial licence fee: USD 1,000
  • Knowledge and Innovation Dirham fee: AED 20

Additional Costs:

  • Corporate Service Provider (CSP) fees: USD 1,500 to 3,000 annually
  • Registered address: Included with CSP or separate arrangement
  • Bank account opening support: Variable

Who Can Set Up a DIFC SPV?

Under the DIFC Prescribed Company Regulations, qualifying applicants include:

  • GCC nationals or GCC-controlled entities
  • Existing DIFC-registered entities
  • Authorised firms licensed by the DFSA or recognised foreign financial regulators
  • Entities establishing SPVs for qualifying purposes (aviation, maritime, IP, crowdfunding, structured finance)
  • Entities holding GCC Registrable Assets (property, shares, IP registered in the GCC)

Timeline: 5 to 10 working days for straightforward applications

Best suited for:

  • Holding shares in subsidiaries (UAE or international)
  • Dubai real estate ownership in designated freehold areas
  • Intellectual property holding structures
  • Family office investment vehicles
  • Structured financing and securitisation

For comprehensive DIFC setup guidance, see our DIFC Business Setup Guide 2026.

ADGM SPV

The Abu Dhabi Global Market offers a comparable SPV regime with competitive pricing:

Official Fees (from ADGM):

  • Name reservation: USD 200
  • Registration/incorporation: USD 700 (includes USD 300 data protection fee)
  • Commercial licence issuance: USD 1,000
  • Total initial cost: USD 1,900

Additional Costs:

  • Company Service Provider (CSP) fees: USD 1,500 to 3,000 annually (mandatory for non-exempt SPVs)
  • Registered office address: Provided by CSP

ADGM Nexus Requirement:

All ADGM SPVs must demonstrate an appropriate connection to ADGM, the UAE, or the GCC region. This can be satisfied by:

  • UAE/GCC ownership or control
  • Holding UAE/GCC-based assets
  • Facilitating transactions that benefit the UAE
  • Issuing securities listed on ADGM exchanges

Timeline: 3 to 5 working days for digital applications

Best suited for:

  • Startup holding structures (popular with tech founders)
  • Investment holding for venture capital
  • Real estate holding
  • Family wealth consolidation
  • Abu Dhabi-focused investments

Mainland Holding Company (LLC)

A Dubai mainland Limited Liability Company (LLC) provides greater operational flexibility than an SPV but comes with higher costs and compliance requirements:

Typical Costs (Year 1):

  • DED licence fees: AED 10,000 to 20,000
  • Trade name approval: AED 600 to 3,000
  • Memorandum of Association: AED 1,500
  • Physical office (mandatory): AED 15,000 to 50,000+ annually
  • Visa processing: AED 5,500 to 9,200 per person

Total estimated Year 1 cost: AED 25,000 to 75,000+

Key Characteristics:

  • Physical office space required (Ejari registration)
  • Can hire employees and obtain residence visas
  • Unrestricted market access throughout the UAE
  • Governed by UAE Federal Commercial Companies Law
  • Disputes resolved in Arabic-language Dubai Courts

Best suited for:

  • Holding UAE mainland subsidiaries
  • Direct ownership of Dubai real estate without free zone restrictions
  • Operational holding companies with management functions
  • Groups requiring mainland market access

For detailed mainland setup information, see our Complete Guide to Company Registration in Dubai and Limited Liability Company (LLC) in Dubai.

RAK ICC (Offshore)

The Ras Al Khaimah International Corporate Centre provides a budget-friendly offshore option:

Typical Costs:

  • Initial setup: USD 2,050 to 3,150 (including registered agent fees)
  • Annual renewal: USD 2,150

Key Characteristics:

  • No physical office required
  • No employee visas available
  • Can hold Dubai and RAK real estate in designated areas
  • Cannot conduct business within the UAE
  • Privacy protection (no public shareholder register)
  • No audit requirement

Best suited for:

  • Cost-conscious asset holding
  • International trading companies
  • Real estate holding (Dubai/RAK only)
  • Family wealth protection with privacy
  • Holding subsidiaries outside the UAE

Limitation: RAK ICC companies are considered non-resident for many purposes, which may affect corporate tax treatment and treaty access. Consult with tax advisors before proceeding.

DMCC Holding Company

The Dubai Multi Commodities Centre permits holding company activities alongside its core focus on commodities trading:

Typical Costs:

  • Licence and registration: AED 15,000 to 30,000
  • Flexi-desk: AED 20,000 to 35,000 annually
  • Visa costs: AED 5,500+ per person

Key Characteristics:

  • Physical presence required (flexi-desk acceptable)
  • Employee visas available
  • Strong commodities and trading ecosystem
  • Governed by UAE Federal Law
  • 0% corporate tax available for QFZPs

Best suited for:

  • Holding companies with commodities exposure
  • Groups requiring trading activities alongside holding functions
  • Investors seeking free zone benefits with operational flexibility

Free Zone vs Mainland Holding Company: Comprehensive Comparison

Choosing between a free zone (DIFC, ADGM, DMCC) and mainland structure is one of the most important decisions for holding company setup:

Tax Treatment Comparison

Free Zone vs Mainland Tax Treatment

Critical point: To maintain QFZP status and the 0% rate, free zone entities must:

  • Maintain adequate substance in the free zone
  • Derive income from Qualifying Activities
  • Prepare audited financial statements (mandatory from 2025 onwards)
  • Comply with transfer pricing rules
  • Keep non-qualifying revenue below the de minimis threshold (lesser of AED 5 million or 5% of total revenue)

Failure to meet QFZP conditions results in loss of the 0% rate for the current tax period and the subsequent four tax periods, a five-year penalty.

Legal Framework Comparison

Legal Framework: DIFC/ADGM vs Mainland

Practical Considerations

Choose DIFC or ADGM if:

  • International recognition is critical for investors or lenders
  • You need English-language dispute resolution
  • Complex shareholder arrangements or trusts are involved
  • You're establishing a family office or wealth structure
  • Banking and counterparty due diligence is a concern

Choose Mainland if:

  • You need unrestricted access to UAE customers
  • Government contracts are part of your strategy
  • You require operational flexibility with employees
  • Direct Dubai real estate ownership is preferred
  • Cost optimisation is the priority

For a broader comparison of UAE free zones, see our UAE Free Zones: Company Setup, Benefits, and Strategic Opportunities.

Tax Planning for Dubai Holding Companies in 2026

Understanding the Participation Exemption

The Participation Exemption is the cornerstone of UAE holding company tax efficiency. When conditions are met, the following income is exempt from corporate tax:

Exempt income:

  • Dividends and profit distributions from qualifying subsidiaries
  • Capital gains on disposal of qualifying shareholdings
  • Foreign exchange gains related to qualifying participations
  • Impairment reversals on qualifying participations

Conditions for foreign subsidiaries:

  1. Ownership: At least 5% of shares/capital, OR acquisition cost ≥ AED 4 million
  2. Holding period: Held (or intended to be held) for at least 12 uninterrupted months
  3. Subject to tax: Subsidiary subject to corporate tax at a statutory rate ≥ 9%
  4. Entitlement: Entitled to at least 5% of profits and liquidation proceeds
  5. Asset test: No more than 50% of the subsidiary's assets consist of non-qualifying ownership interests (applies only to related parties)

Important clarifications for 2025/2026:

  • The "subject to tax" test looks at the statutory rate, not the effective rate. A subsidiary in a jurisdiction with a 15% statutory rate that pays 5% due to incentives still qualifies.
  • For capital gains, the 12-month holding period must be actually completed (intention to hold is insufficient).
  • Domestic dividends from UAE companies are always exempt, regardless of ownership percentage.

QFZP Status: The 0% Rate Requirements

For free zone holding companies seeking the 0% corporate tax rate:

Mandatory requirements:

  1. Be a juridical person incorporated in a UAE free zone
  2. Maintain adequate substance (employees, assets, expenditure proportionate to activities)
  3. Derive income from Qualifying Activities
  4. Not elect out of the QFZP regime
  5. Comply with transfer pricing rules
  6. Keep non-qualifying revenue below de minimis thresholds
  7. Prepare audited financial statements (effective for all tax periods from 1 June 2023)

Qualifying Activities for holding companies:

  • Holding shares and other securities for investment purposes
  • Treasury and financing services to related parties or own account

Excluded Activities (will disqualify QFZP status):

  • Transactions with natural persons (with limited exceptions)
  • Regulated banking, insurance (except reinsurance)
  • Ownership or exploitation of UAE mainland real estate (outside free zone-to-free zone dealings)

The audit requirement: Ministerial Decision No. 84 of 2025 confirms that all QFZPs must prepare audited financial statements compliant with IFRS, regardless of revenue level. This is a non-negotiable requirement. Failure to comply results in loss of QFZP status.

2026 Compliance Deadlines

Key Compliance Deadlines for 2026

For detailed tax guidance, see our UAE Tax Changes 2026 Guide.

Which Structure Fits Your Needs? A Purpose-Based Guide

For Holding Shares in UAE Subsidiaries

Recommended: DIFC Prescribed Company or ADGM SPV

Why:

  • Common law framework provides robust shareholder protections
  • Low cost and minimal compliance for passive holding
  • English-language courts for dispute resolution
  • Strong recognition by international banks and investors
  • Dividends from UAE subsidiaries are automatically exempt

Alternative: Mainland LLC if you need operational management functions or government contract access.

For Holding International Subsidiaries

Recommended: DIFC Prescribed Company or ADGM SPV

Why:

  • Access to UAE's 140+ double tax treaties
  • Participation Exemption on qualifying dividends and capital gains
  • Tax Residency Certificate available from FTA
  • Common law framework aligned with international practice

Key consideration: Ensure foreign subsidiaries meet the 9% statutory tax rate requirement for Participation Exemption eligibility.

For Real Estate Holdings

Dubai Freehold Property:

  • DIFC SPV: Can hold property in Dubai designated areas; MOU with Dubai Land Department allows reduced transfer fee (0.125% vs 4%) where beneficial ownership remains unchanged
  • ADGM SPV: Can hold Dubai property
  • Mainland LLC: Direct ownership without restrictions
  • RAK ICC: Can hold property in Dubai and RAK designated areas

UAE Mainland Real Estate Income:

  • Warning: Rental income from UAE mainland property is an Excluded Activity for QFZP purposes. A free zone holding company receiving such income will be taxed at 9%, and the income counts toward the non-qualifying revenue threshold.

Recommended for real estate-focused holdings: Mainland LLC or RAK ICC (for passive holding only).

For Intellectual Property Holdings

Recommended: DIFC Prescribed Company (with IP qualifying purpose)

Why:

  • DIFC permits SPVs specifically for holding IP for commercial purposes
  • Common law provides strong IP protection framework
  • No withholding tax on royalty payments
  • Can access treaty benefits for reduced withholding in foreign jurisdictions

Important: IP holding companies may need to demonstrate that the IP was developed with proper R&D activities to qualify for QFZP benefits. Generic IP warehousing may not qualify.

For Family Wealth and Succession

Recommended: DIFC Foundation + SPV structure or ADGM Foundation

Why:

  • Foundations provide governance without shareholders
  • Assets held for specified purposes and beneficiaries
  • Succession planning outside Sharia default rules (for non-Muslims)
  • DIFC Foundations can now hold Dubai mainland real estate directly (Nov 2025 update)

See also: Our DIFC Family Office Setup Guide 2025 and Family Business Succession and Restructuring in UAE.

For Startups and Venture Capital

Recommended: ADGM SPV

Why:

  • Popular with the startup ecosystem (2,000+ SPVs incorporated via platforms like Clara)
  • Digital-first incorporation process
  • Familiar to international VCs
  • Flexible capital structure (no minimum share capital)
  • Can issue SAFEs, convertible notes, and multiple share classes

Holding Company Setup Costs in Dubai 2026: Complete Breakdown

DIFC Prescribed Company (SPV)

DIFC SPV Setup Costs

ADGM SPV

ADGM SPV Setup Costs

Mainland Holding Company (LLC)

Mainland LLC Setup Costs

RAK ICC (Offshore)

RAK ICC Offshore Setup Costs

Hidden Costs to Budget For

Beyond government and registration fees, plan for:

  • Annual audit: AED 10,000 to 30,000 (mandatory for QFZPs and most free zones)
  • Corporate tax filing: AED 5,000 to 15,000 (even for nil returns)
  • Transfer pricing documentation: AED 15,000 to 50,000 (if thresholds apply)
  • UBO registry compliance: AED 2,000 to 5,000 annually
  • Bank account maintenance: USD 50 to 200/month minimum balance requirements
  • Legal reviews: Variable based on complexity

Step-by-Step: How to Set Up a Holding Company in Dubai

Step 1: Define Your Structure and Purpose

Before choosing a jurisdiction, clarify:

  • What assets will the holding company own? (Shares, property, IP)
  • Will it be purely passive or require operational functions?
  • What is the source of funds and investment capital?
  • Who are the ultimate beneficial owners?
  • What are your succession and exit plans?

Step 2: Choose the Appropriate Jurisdiction

Based on the purpose-based guidance above, select between:

  • DIFC SPV (common law, Dubai-focused)
  • ADGM SPV (common law, Abu Dhabi-focused)
  • Mainland LLC (operational flexibility)
  • RAK ICC (cost-efficiency, privacy)
  • Other free zones (sector-specific needs)

Step 3: Prepare Documentation

Universal requirements:

  • Passport copies (all shareholders, directors, UBOs)
  • Proof of residential address (utility bill/bank statement, dated within 3 months)
  • Source of funds documentation
  • Business plan outlining holding activities

Corporate shareholders additionally require:

  • Certificate of incorporation (notarised, apostilled)
  • Memorandum and articles of association
  • Board resolution authorising the investment
  • Corporate structure chart showing all entities
  • Certificate of good standing (issued within 3 months)

Step 4: Reserve Company Name

Submit name reservation through the relevant authority:

  • DIFC: Online portal
  • ADGM: Online Registry Solution
  • DED (Mainland): Instant licensing portal
  • RAK ICC: Through registered agent

Restricted terms requiring approval: Bank, Insurance, Trust, Fund, Investment, Royal, Government

Step 5: Submit Application

Applications are typically submitted digitally:

  • Upload all required documents
  • Pay applicable fees
  • Respond to any clarification requests

Typical timeline:

  • DIFC SPV: 5 to 10 working days
  • ADGM SPV: 3 to 5 working days
  • Mainland LLC: 5 to 15 working days (plus office/visa processing)
  • RAK ICC: 5 to 7 working days

Step 6: Complete Post-Incorporation Requirements

After receiving your Certificate of Incorporation:

  1. Open corporate bank account (2 to 4 weeks)
    • Banks will conduct extensive KYC
    • Prepare for in-person meetings with signatories
    • Have source of funds documentation ready
  2. Register for corporate tax (mandatory for all entities)
    • Obtain Tax Registration Number (TRN) via FTA EmaraTax portal
  3. Set up compliance calendar
    • Annual licence renewal
    • Corporate tax return filing (9 months after FY end)
    • UBO registry updates (within 15 days of changes)
    • Annual audit engagement
  4. Appoint professional advisors
    • Auditor (mandatory for QFZPs)
    • Tax advisor for ongoing compliance
    • Legal counsel for governance matters

Common Mistakes to Avoid in Holding Company Setup

1. Assuming "Free Zone = Tax Free"

The 0% corporate tax rate is only available to Qualifying Free Zone Persons meeting all conditions. Many free zone companies will be taxed at 9% if they:

  • Fail to maintain adequate substance
  • Earn non-qualifying income above thresholds
  • Do not prepare audited financial statements
  • Conduct Excluded Activities

Consequence: Loss of QFZP status for five years (current period + four subsequent periods).

2. Neglecting Audit Requirements

As of 2025, audited financial statements are mandatory for all QFZPs regardless of revenue. Many holding company owners believe low activity means no audit is needed. This is incorrect.

Solution: Engage an auditor early, even for newly formed entities with minimal transactions.

3. Inadequate Source of Funds Documentation

Banks and regulators now require detailed source of funds trails. Vague explanations like "business profits" or "savings" will lead to rejections or delays.

Solution: Prepare comprehensive documentation showing the origin of investment capital, traced back to its source with supporting bank statements, sale agreements, or employment records.

4. Choosing Structure Based Only on Cost

The cheapest jurisdiction is not always the best fit. RAK ICC, for example, offers low costs but limited visa options, potential tax residency complications, and restrictions on UAE-based operations.

Solution: Prioritise structure alignment with your actual business purpose, then optimise costs within appropriate options.

5. Underestimating Bank Account Opening Challenges

Opening a corporate bank account for holding companies, especially SPVs, can take 4 to 8 weeks and face rejections. Banks scrutinise:

  • Nature of holding activities
  • UBO identification and verification
  • Source of funds
  • Projected account activity

Solution: Prepare comprehensive documentation upfront, consider multiple bank applications simultaneously, and engage professional support for bank introductions.

6. Ignoring Transfer Pricing Requirements

Related-party transactions between holding companies and their subsidiaries must be at arm's length. For transactions exceeding certain thresholds (AED 40 million with related parties), detailed transfer pricing documentation is required.

Solution: Document all intercompany transactions at fair market value with supporting analysis.

7. Missing UBO Registry Deadlines

The UAE Ministry of Economy mandates disclosure of Ultimate Beneficial Owners within strict timelines. As of January 2026, fines of AED 100,000 apply for holding companies failing to update UBO data within 15 days of changes.

Solution: Establish processes to track and report beneficial ownership changes promptly.

For more on corporate compliance, see our UAE Corporate Law Changes and Compliance Trends in 2025.

Frequently Asked Questions: Holding Company Setup in Dubai

General Questions

Q: What is the difference between a holding company and an SPV?

A: A holding company is a broad term for any entity that holds ownership interests in other companies or assets. An SPV (Special Purpose Vehicle) is a specific type of holding structure designed for passive activities only. It cannot trade, hire employees, or conduct operations. All SPVs are holding companies, but not all holding companies are SPVs.

Q: Can a holding company in Dubai be 100% foreign-owned?

A: Yes. All UAE jurisdictions, including mainland, DIFC, ADGM, and other free zones, now permit 100% foreign ownership for holding companies without requiring a UAE national partner.

Q: What is the cheapest holding company setup in Dubai?

A: The DIFC Prescribed Company (SPV) and ADGM SPV offer the lowest government fees, starting at approximately USD 1,100 to 1,900. However, total costs including Corporate Service Provider fees typically range from USD 3,000 to 6,000 for the first year. RAK ICC offshore companies are also cost-effective at USD 2,000 to 3,000 total.

Q: How long does it take to set up a holding company in Dubai?

A: SPV structures (DIFC, ADGM) can be incorporated in 3 to 10 working days. Mainland LLCs typically take 2 to 4 weeks when including office setup and documentation. Bank account opening adds an additional 2 to 6 weeks.

Tax Questions

Q: Is a Dubai holding company tax-free?

A: Not automatically. The standard UAE corporate tax rate is 9% on taxable income above AED 375,000. However, holding companies can achieve effective 0% tax through:

  • QFZP status (0% on Qualifying Income in free zones)
  • Participation Exemption (exempt dividends and capital gains from qualifying subsidiaries)
  • Domestic dividend exemption (UAE-to-UAE dividends always exempt)

Proper structuring and compliance are essential to access these benefits.

Q: Do holding companies need to file corporate tax returns?

A: Yes. All UAE entities, including holding companies, must register for corporate tax and file annual returns within 9 months of their financial year-end, even if the tax liability is zero (nil return).

Q: Can a holding company benefit from UAE double tax treaties?

A: Yes. UAE holding companies can apply for Tax Residency Certificates from the FTA to access the UAE's 140+ treaty network. This can reduce withholding tax on dividends received from foreign subsidiaries.

Structural Questions

Q: Can a DIFC or ADGM holding company own Dubai mainland real estate?

A: Yes, but with considerations:

  • DIFC SPVs can own property in Dubai's designated freehold areas under an MOU with the Dubai Land Department
  • Transfer fee reductions (4% to 0.125%) may apply where beneficial ownership remains unchanged
  • Rental income from mainland property is an Excluded Activity for QFZP purposes, resulting in 9% corporate tax

Q: What is a Corporate Service Provider (CSP) and do I need one?

A: A CSP is a licensed company that provides administrative services including registered office address, document filing, and compliance support. Both DIFC and ADGM require non-exempt SPVs to appoint a licensed CSP since July 2021.

Q: Can I get a residence visa through a holding company?

A: It depends on the structure:

  • DIFC SPV: No (but Active Enterprise structures permit visas)
  • ADGM SPV: No
  • Mainland LLC: Yes
  • RAK ICC: No
  • DMCC: Yes

For visa-based residency, consider DIFC's Active Enterprise structure or a mainland LLC.

Compliance Questions

Q: Do holding companies need annual audits?

A: For free zone entities claiming QFZP status, audited financial statements are mandatory regardless of revenue level. Mainland companies require audits if revenue exceeds AED 50 million. Most free zone authorities (DMCC, JAFZA, etc.) also require annual audits as part of licence renewal.

Q: What are the Economic Substance Regulations requirements for holding companies?

A: Following Cabinet Decision No. 98 of 2024, separate ESR filing requirements no longer apply for financial years ending after 31 December 2022. However, economic substance principles are now embedded in the Corporate Tax Law, particularly for QFZPs. Holding companies must demonstrate adequate substance (employees, expenditure, decision-making) proportionate to their activities to maintain QFZP status.

Q: What happens if my holding company loses QFZP status?

A: If a free zone entity fails to meet QFZP conditions in any tax period:

  • It loses the 0% rate for that period
  • It loses the 0% rate for the subsequent four tax periods (five years total)
  • All income becomes taxable at 9%
  • Re-qualification is only possible after the five-year period ends

Expert Legal Support for Holding Company Setup

Successfully establishing a holding company in Dubai requires careful navigation of jurisdictional options, tax implications, and ongoing compliance requirements. The choice between DIFC, ADGM, mainland, or offshore structures should align with your specific business objectives, asset types, and long-term plans.

Why Choose Kayrouz & Associates for Holding Company Setup?

Proven Track Record:

  • 570+ cases successfully resolved with a 96% client satisfaction rate
  • 25+ full-time lawyers and legal consultants specialising in UAE corporate law
  • 19 years of experience since 2006 serving businesses across the UAE and MEASA region
  • Offices in Dubai, Abu Dhabi, and Beirut providing comprehensive regional coverage

Comprehensive Holding Company Services:

1. Structure Advisory

  • Jurisdiction selection guidance (DIFC, ADGM, mainland, offshore)
  • Tax-efficient structure design
  • Group restructuring and optimisation

2. Formation and Incorporation

  • Application preparation and submission
  • Name reservation and documentation
  • Liaison with DIFC, ADGM, DED, and other authorities

3. Corporate Documentation

  • Articles of Association drafting
  • Shareholder agreements
  • Board resolutions and governance documents

4. Tax and Compliance

  • Corporate tax registration and filing
  • QFZP status assessment and maintenance
  • Transfer pricing documentation
  • UBO registry compliance

5. Ongoing Support

  • Annual licence renewals
  • Corporate secretarial services
  • Audit coordination
  • Restructuring and exit plannin
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