Corporate · Holding Structures
Holding Company & SPV Setup in the UAE
We design and form UAE holding companies and special-purpose vehicles — for group ownership, ring-fenced assets, joint ventures and financing — in ADGM, DIFC, RAK ICC, JAFZA, DMCC or the mainland, with tax and governance set up from day one.
- Group Holdings & SPVs
- ADGM, DIFC, RAK ICC & More
- Tax Group & Exemptions
Licensed by Dubai DET · Licence 1394564
At a glance
- Common-law centres with dedicated SPV-style regimes
- ADGM/DIFC
- Common ownership needed to form a tax group
- 95%
- Broad shareholding level for the participation exemption
- 5%+
- Minimum holding period for the participation exemption
- 12 months
Separate what you own from what you operate
As a business grows, holding everything in one operating company concentrates risk: a claim against one line of business can reach assets that have nothing to do with it, and bringing in a partner or lender means reopening the whole company. A holding company or special-purpose vehicle puts each asset, venture or financing in its own legal box. The choice of jurisdiction then decides which courts and rules apply, what each vehicle can do and how it is treated for corporate tax.
We map your current ownership, the assets and businesses to be held, and any partners or lenders, then design the structure and help you choose between ADGM, DIFC, RAK ICC, JAFZA, DMCC and the mainland. We form each vehicle, move existing shareholdings under it through share transfers and MOA amendments, and register every entity for corporate tax. We also review whether a tax group or the participation exemption applies, and set up the registers, resolutions and intercompany agreements that give the structure real substance.
Key facts
- Common-law centres with dedicated SPV-style regimes
- ADGM/DIFC
- Common ownership needed to form a tax group
- 95%
- Broad shareholding level for the participation exemption
- 5%+
- Minimum holding period for the participation exemption
- 12 months
Everything covered in Holding Company & SPV Setup
The concrete scope our team delivers, grouped the way we actually run your file.
Structure Design
A plan for who owns what, where and why.
- Group ownership mapping
- Holding and SPV structure design
- Jurisdiction comparison per vehicle
- JV and financing vehicle planning
- Corporate tax impact review
Formation & Transfers
The vehicles created and the assets moved into them.
- Holding company and SPV incorporation
- Articles, resolutions and director appointments
- Registered address arrangements
- Share transfers into the holding company
- MOA amendments for subsidiaries
- Legal counsel coordination for agreements
Tax & Governance
The records that make the structure hold up.
- Corporate tax registration for every entity
- Tax group application where eligible
- Participation exemption review
- UBO and shareholder registers
- Intercompany agreements and transfer pricing records
- Annual compliance calendar
What you gain with Holding Company & SPV Setup
The practical difference when the work is planned and filed properly the first time.
Ring-Fenced Assets
Property, IP and investments sit in their own vehicles, so a liability in one business does not automatically reach assets held elsewhere.
Cleaner Joint Ventures
A dedicated JV vehicle with its own shareholders’ agreement keeps a partnership’s rights, funding and exit terms apart from your core group.
Finance-Ready Structures
Lenders and investors can take security over, or invest into, a single-purpose vehicle without touching the rest of the group.
Jurisdiction Matched to Purpose
Common-law courts in ADGM or DIFC, an offshore registry, a free zone or the mainland — chosen for what each vehicle must actually do.
Corporate Tax Reviewed
We check tax group eligibility and the participation exemption on dividends and gains, and register every entity so none misses its filings.
Governance With Substance
Board resolutions, registers, intercompany agreements and transfer pricing records show who decides what, which banks, auditors and the FTA expect to see.
A clear process, step by step
One adviser owns your file from first call to completion, and you always know which step you are on.
- 01
Map the Group
We chart current ownership, the operating companies and assets to be held, and any partners, investors or lenders, so the structure is designed around real needs.
- 02
Design & Jurisdiction
We propose the holding layer and any SPVs, compare ADGM, DIFC, RAK ICC, JAFZA, DMCC and mainland options for each, and review the corporate tax effect.
- 03
Form the Vehicles
We incorporate the holding company and SPVs, prepare their articles, resolutions and director appointments, and arrange registered addresses, working with legal counsel where agreements require it.
- 04
Move the Assets
Existing shareholdings and assets are transferred into the new structure through share transfers, MOA amendments and, for property, the relevant land department’s process.
- 05
Tax & Governance Setup
We register each entity for corporate tax, apply for a tax group where it fits, file UBO registers and set up intercompany agreements and a compliance calendar.
Who it’s for and what you’ll need
Have these ready and we can move quickly. If something is missing, we will tell you what the authority accepts instead.
When a holding structure makes sense
- You own, or plan to own, more than one operating company
- You want property, IP or investments held apart from trading risk
- You are entering a joint venture or bringing in investors
- A lender wants a single-purpose borrower or security over one asset
- You are planning succession and want ownership consolidated in one place
Information we’ll need
- A chart of your current group and ownership
- Licences and MOAs of the companies to be held
- Details of the assets, ventures or financing for each vehicle
- Passports and proof of address for shareholders, directors and UBOs
- Source of funds and source of wealth information
- Attested documents for any corporate shareholder
- Draft JV, investment or financing terms, if any
Need documents attested or translated? Our document clearing team can help.
Holding Company & SPV Setup questions
Straight answers to what clients ask us most. If yours is not here, ask us directly.
A holding company sits at the top of a group and owns shares in its subsidiaries, often for the long term. A special-purpose vehicle is set up for one defined purpose — holding a single property or IP portfolio, a joint venture, or a financing — and usually has no staff or trading of its own. Many groups use both: a holding company above, with SPVs for specific assets or deals.
It depends on what the company will hold and who it deals with. ADGM and DIFC offer common-law courts and SPV-style regimes that investors and lenders know well. RAK ICC and JAFZA Offshore suit straightforward holding structures, DMCC and other free zones work where the holding company needs its own licence and staff, and a mainland company can hold shares where the group prefers a mainland parent. We compare the options for your case.
A holding company is a taxable person and must register with the FTA, even if all its income is dividends. Dividends and gains from qualifying shareholdings — broadly 5% or more, held for at least 12 months — can be exempt under the participation exemption, subject to conditions. Other income, such as management fees or interest from subsidiaries, is taxed in the usual way, and related-party transactions must be at arm’s length.
Resident companies with 95% common ownership can apply to the FTA to form a tax group and file one corporate tax return, subject to conditions such as sharing the same financial year. A Qualifying Free Zone Person or an exempt person cannot join, so a free zone holding company has to choose between QFZP status and grouping. We compare both positions before you apply.
Most SPVs are passive vehicles: they hold an asset or a contract, use a registered address and have no employees, so they do not sponsor visas. Where the vehicle needs people, premises or a trading licence, a free zone or mainland company is the better fit. Passive status does not remove duties — each vehicle still keeps records, maintains its registers and files corporate tax returns.
Usually by transferring each operating company’s shares to the holding company. On the mainland that means a share transfer and MOA amendment registered with the licensing authority; in a free zone, the zone’s own transfer process. Investor visas tied to the old shareholding, bank mandates and tax registrations then need reviewing. Corporate tax reliefs for transfers within a group may apply, subject to conditions — we check before you sign.
Holding Company & SPV Setup across every jurisdiction
Free zone, mainland or offshore — the jurisdiction changes the process, the fees and what you are allowed to do. These are the ones clients ask about most.
Related services
Most clients combine these. We run them as one engagement with a single point of contact.
Guides on Holding Company & SPV Setup
In-depth articles from our team on the questions clients most often ask about this service.
Let’s plan your next move
Tell us what you are planning. An adviser will come back with the route, the documents and an itemised quote — no obligation, no pressure to commit.
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Office 44, Floor M2, BN Complex, Deira Al Muteena, Dubai, UAE
Mon – Sat, 9:00 AM – 6:00 PM (GST)
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