GOFIRM

Company Registration in the UAE and Abroad

Setting Up a Foundation in the UAE

A foundation is a separate legal entity without shareholders that holds assets for purposes or beneficiaries set by the founder. It lets you decide in advance who receives what, and how — the family business, real estate and accounts — and separates those assets from personal risks.

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3
Jurisdictions to choose from
no shareholders
Owner: the foundation itself
not published
By-laws and beneficiaries
from 3 weeks
Setup

In short

A foundation in DIFC, ADGM or RAK ICC is a legal entity with no shareholders: it owns the assets itself, a council runs it under the founder’s rules, and by-laws and beneficiaries are not published. Setup takes from 3 weeks; FTA registration is due within 3 months, or an AED 10,000 penalty applies.

Checked 16 October 2026 · Egor Chernyshev

Cost of a mistake

Up to USD 10,000

The DIFC fine if a copy of the foundation’s annual accounts doesn’t reach the registrar or agent within 30 days of the council approving them.

How to avoid it

How a foundation works and how it differs from a company

A foundation resembles a company, but it has no owners: the assets belong to the foundation itself, and it is run by a council under the rules the founder set down.

  • Three roles instead of shareholders

    The foundation enters into contracts and opens accounts in its own name. The transfers assets to it, the manages it under the founder’s rules, and the beneficiaries receive the benefit.

  • The by-laws stay private

    The is filed with the registrar, while the naming beneficiaries and distributions stay internal. The council can be overseen by a , who is sometimes mandatory.

  • Three jurisdictions, different weight

    and offer and their own courts, which banks value. is simpler and cheaper to maintain, especially above intermediate companies.

  • A foundation is not a magic wand

    It protects only assets that have been properly transferred, and only within the laws of the countries where they are located and where the beneficiaries live. Sometimes the analysis concludes that a will or a holding is enough.

Expert tip

The more rights the founder keeps, the harder it is to prove the assets are separate — in a dispute and before the tax authority of the founder’s country. We build the balance of control into the by-laws from the start.
Egor ChernyshevEgor ChernyshevFounder and Managing Partner · Structures, holdings and foundations

Who it suits

Who it suits — and when to choose something else

A good fit if

  1. 01You have a family business or stakes in several companies and want to decide in advance who will run them.
  2. 02You need to pass assets to your children without lengthy probate or disputes between heirs.
  3. 03You want to separate family assets from business risks.
  4. 04Among your heirs are minors or people you are not yet ready to hand control to.
  5. 05You need a structure for philanthropy or a long-term purpose — for example, your grandchildren’s education.

Consider something else if

  1. 01One apartment and one account — often a will is enough, registered in DIFC or with the Abu Dhabi court for non-Muslims.Inheritance and DIFC Wills
  2. 02You need a company for business with clients and visas — a foundation can become its owner later.Mainland or Free Zone
  3. 03Creditors have already made claims: a transfer made while debts are known may be challenged.Personal Debts
  4. 04The goal is a deal with investors or financing.Holding & SPV

Foundation, will or holding

What happens to the assets after the owner’s death

All three tools help pass on assets, but in different ways. The main difference is whether a court is needed and who manages things afterwards. They are often combined: a foundation at the top, a holding and SPVs beneath it.

Foundation

A legal entity without shareholders in DIFC, ADGM or RAK ICC

Who owns the assets

The foundation itself — it has no owners

After the owner’s death

No probate case for the foundation’s assets: the foundation carries on

Who manages afterwards

The council — under the by-laws written by the founder

Setup

From 3 weeks; registry fees from USD 200 in DIFC, USD 1,000 in ADGM

Ongoing

Renewal with the registrar — USD 500 a year in DIFC and ADGM, bookkeeping, FTA

Will

DIFC Wills, Dubai or Abu Dhabi courts

Who owns the assets

You, during your lifetime

After the owner’s death

Inheritance through the court: a grant of probate or a legal heirs certificate; accounts are frozen until the decision

Who manages afterwards

The executor transfers the assets to the heirs, who then manage them themselves

Setup

A few weeks; DIFC fee of AED 5,000–15,000 depending on the type of will

Ongoing

Update after marriage, divorce or the birth of children; an amendment in DIFC costs AED 550

Holding or SPV

A company with shareholders in ADGM, DIFC or RAK ICC

Who owns the assets

The company, while you hold its shares

After the owner’s death

The holding’s shares pass by will or by law — through the court

Who manages afterwards

The heirs become shareholders and appoint directors

Setup

SPV registration — from 1–2 weeks

Ongoing

Renewal, bookkeeping and reporting, corporate tax return

Benefits

What you get

Predictable succession

The assets already belong to the foundation, so after the founder’s death there is no need for probate on each one. Distributions follow the by-laws.

Separation from personal risks

The foundation’s property legally belongs neither to the founder nor to the beneficiaries — provided the transfer was documented correctly and in good time.

Control during your lifetime

The founder can reserve rights: to appoint the council, change beneficiaries and approve key decisions — within the jurisdiction’s rules.

Confidentiality

Beneficiaries and distribution rules are set out in the by-laws, which are not published.

Well suited to a family business

The foundation holds shares in operating companies in the UAE and abroad, and a change of generation doesn’t change the ownership structure.

Tax transparency if conditions are met

A family foundation that meets the legal requirements can apply to the for tax transparency: the foundation itself pays no corporate tax, and income is attributed to the beneficiaries.

Jurisdictions

DIFC, ADGM or RAK ICC — on the same criteria

Fees follow the registries’ published 2025 schedules, checked in October 2026; the rules follow the centres’ own laws. Protection against foreign inheritance law applies under the centre’s law; a court in the country where an asset is located may take a different view.

Registry fees on establishment

from USD 200

no registration fee, USD 200 licence; optional name reservation — another USD 200

Annual registry fees

USD 500

USD 200 licence and USD 300 confirmation statement

When a guardian is mandatory

If the foundation has purposes

charitable or other — not only beneficiaries

What you need in the UAE

DIFC address

registered office in the centre; agent optional

Meeting with an expert

Is a foundation right for your situation?

Sometimes a will or a holding does the job — more simply and cheaply. At the meeting, tell the partner about your assets and family, and they will tell you which tool fits.

Corporate tax

When a family foundation pays no corporate tax

A foundation is a UAE tax resident. If it meets the conditions of Article 17 of the Corporate Tax Law, the FTA, on application, treats it as tax transparent: tax is assessed on the beneficiaries, not on the foundation.

Art. 17 of Federal Decree-Law No. 47 of 2022 on Corporate Tax · FTA guide, June 2026

The foundation itself pays no tax

What it gives: the status of a transparent : the foundation’s income and assets are attributed to the beneficiaries in proportion to their shares

Condition: the foundation is set up for named or identifiable individuals — for example, children and grandchildren, including those not yet born — and/or a public benefit entity, and its main purpose is not tax avoidance

Does not cover: a foundation without an approved application — it is taxed as an ordinary legal entity: 9% on profits above AED 375,000

Income of individual beneficiaries

What it gives: not subject to corporate tax — for an individual, this is personal investment or real estate investment

Condition: the foundation only receives, holds, invests and distributes assets: shares, bonds, real estate let out without a licence

Does not cover: activities for which an individual would need a licence — in the FTA’s example, the foundation runs a motel itself

Companies under the foundation

What it gives: can also become transparent — including LLCs and SPVs

Condition: the foundation wholly owns and controls them, and they carry on no business activity themselves; each registers with the FTA separately

Does not cover: a family office — SFO or MFO: in the FTA’s view, it usually does not meet the conditions and is taxed under the standard rules

Transfer of assets to the foundation

What it gives: no corporate tax for the founder

Condition: the transferor is an individual, and the assets are their personal investments or real estate investments

Does not cover: a corporate founder: the transfer is made at market value, and any gain may be taxed

Transparency doesn’t apply automatically: the foundation registers with the FTA, applies before the end of the tax period and confirms the conditions every year. If even one is breached, the status is lost from the start of that period, together with the companies under the foundation. How distributions are taxed in the beneficiaries’ home countries is determined by those countries’ laws.

Process

7 steps from the first conversation to the result

Every step is visible in the client portal: what’s happening now and whether we need anything from you.

Steps on your side: 2 of 7

We handle it · 4Needed from you · 2Authority · 1
  1. You tell us about your assets, their jurisdictions, your family and your goals. We assess whether a foundation solves the problem and what to check in the countries of your citizenship, residence and where the assets are located.

Documents

What you’ll need

From the founder

  • Passport and proof of address
  • Proof of source of funds and source of wealth
  • CV or description of business activities
  • Tax residence details

On council members, the guardian and beneficiaries

  • Passports and addresses of council members and the guardian
  • Beneficiary details — for the by-laws and KYC
  • Council members’ consents to appointment

On the assets

  • List of assets with their jurisdictions
  • Constitutional documents of companies whose shares are moving into the foundation
  • Documents for real estate and accounts
  • Chart of the current ownership structure

Timing and budget

What makes up the budget

A foundation budget covers structuring, registration and annual maintenance. It is driven most by the complexity of the by-laws and the number of countries where assets are held.

  • Structuring and analysisDepends onAnalysis of assets, family situation and legal risks. The scope depends on the number of jurisdictions and the complexity of the family.WhenBefore registration
  • Charter and by-lawsDepends onDepends on the number of beneficiaries, the distribution terms and the rights the founder reserves.WhenBefore registration
  • Registrar feesDepends onDIFC: no registration fee, a USD 200 licence, and from the second year USD 500 a year including the confirmation statement. ADGM: USD 1,000 on establishment and USD 500 a year. RAK ICC — according to the registry’s schedule of fees. Based on the published 2025 fee schedules.WhenOn registration and annually
  • Registered address and corporate service providerDepends onIn DIFC, a foundation needs a registered address in the centre; an agent is optional. In ADGM — a licensed ADGM service provider, which also provides the address, and a signatory who is a UAE or Gulf national or holds a UAE residence visa. In RAK ICC — a mandatory .WhenOn registration and annually
  • Council members and guardianDepends onFees, if professional members sit on the council or a professional guardian is appointed.WhenAnnually
  • Asset transferDepends onDuties, registration fees and legal services in the countries where the assets are located. This is often the largest item.WhenAfter registration
  • Renewal and reportingDepends onBookkeeping and annual accounts, a corporate tax return — or, for a tax-transparent family foundation, the annual confirmation of conditions for the FTA.WhenAnnually

Deadlines

What to file and when after registration

Even a foundation that only holds assets runs on the registrar’s and the FTA’s calendar. DIFC penalties are the statutory maximums, FTA penalties are fixed; where a rule applies to only one centre, that centre is named.

0123456789101112months from the registration date

Day 0

Certificate of registration

From this date the foundation legally exists and all the deadlines below run; in DIFC and ADGM, a licence is issued together with the certificate.

Within 3 months

FTA registration

The foundation is a legal entity and a UAE tax resident; without registration, you can’t apply for tax transparency either.

If missed: AED 10,000 for being late

By the anniversary

Renewal with the registrar

DIFC — licence and confirmation statement, no later than 30 days after the licence expires; ADGM — licence and data protection; RAK ICC — annual return.

Every year

  • 30 days after the accounts are approved

    Annual accounts — DIFC

    The council approves the accounts and two of its members sign them; a copy goes to the registrar or agent. In ADGM, records are kept for 10 years and provided to the registrar within 14 days of a request.

    If missed: up to USD 10,000

  • 9 months after the tax period ends

    Return or confirmation for the FTA

    A transparent family foundation confirms that the conditions are met; without transparency — a corporate tax return, even when no tax is due.

    If missed: for the return — AED 500 a month in the first year, then AED 1,000

On changes

  • 30 days — DIFC

    Council, guardian, agent

    Notify the registrar of the change; the fee is USD 100 per notice. In ADGM, a new council member is notified within 14 days of appointment.

    If missed: up to USD 2,000 in DIFC

  • 30 days — DIFC

    Charter and by-laws

    The new charter is filed with the registrar and takes effect on registration; the by-laws are given to the agent or the registrar.

    If missed: up to USD 2,000

Tax transparency

  • Before the end of the tax period

    Application to the FTA

    Filed after FTA registration — for the current or the next period.

  • 6 months after the period ends

    The charity’s share

    If a public benefit entity is among the beneficiaries and its income would otherwise be taxable, that income is distributed within this period — otherwise the foundation loses transparency.

Getting it right

Common mistakes — and how to avoid them

Click a card to see how to do it right · 0 of 6 open

  1. 01 What people often do

    Registering a foundation and not transferring any assets into it.

  2. 02 What people often do

    Using template by-laws with no provisions for the founder’s incapacity, a divorce or a dispute between heirs.

  3. 03 What people often do

    Leaving the founder so much control that the foundation effectively becomes a personal wallet.

  4. 04 What people often do

    Not checking the rules of your country of citizenship and tax residence.

  5. 05 What people often do

    Transferring assets to a foundation after creditors have already made claims.

  6. 06 What people often do

    Setting up a council of just two people “to meet the minimum” without planning who will replace a member who steps down.

FAQ

Expert answers

Egor Chernyshev — Structures, holdings and foundations

A trust is a relationship, not a legal entity: the assets are held in the name of a trustee. A foundation is an independent legal entity that owns the assets itself. For many banks and counterparties in the region, a foundation is easier to understand than a trust, and registration in DIFC or ADGM provides a familiar legal framework.

Egor Chernyshev · Structures, holdings and foundations

Next step

Let’s work out how to pass on your assets on your terms

Describe the assets you own, where they are and whom you want as beneficiaries. The partner who leads structuring will propose a foundation structure and jurisdiction, and tell you what needs to be checked in your home country.

Egor ChernyshevEgor ChernyshevFounder and Managing Partner · Structures, holdings and foundations
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