Company Registration in the UAE and Abroad
Dividends from UAE companies
What it gives: not subject to corporate tax
Condition: the dividends are paid by a UAE resident company; there are no conditions on stake size or holding period
Asset transfer — 2 years in the group
An asset can move within the group at net book value, with no tax for the transferring company, given common ownership of at least 75%. If the asset or the company leaves the group within 2 years, the relief is reversed.
Company Registration in the UAE and Abroad
Holding Company and SPV in the UAE
A holding company or an SPV is what you need when the goal is to own, not to trade: stakes in businesses, real estate, IP, a share in a joint venture. The right structure makes investor deals, the sale of a business and succession simpler.
- common law
- ADGM and DIFC law
- from 1–2 weeks
- SPV registration
- from 5%
- Stake for dividend exemption
- 95%
- Tax group threshold
In short
Holdings and SPVs in the UAE are registered in ADGM, DIFC or RAK ICC: an SPV takes from 1–2 weeks; ADGM fees are $1,900 and $1,500 a year, DIFC from $1,100 and from $1,300 a year. Dividends can be exempt with a stake from 5% and the other conditions met; a tax group requires 95% ownership.
Checked 4 November 2026 · Egor Chernyshev
Cost of a mistake
AED 10,000
The fine for late corporate tax registration: the deadline is 3 months for every entity in the structure, even an SPV with no income.
How to avoid itWhy you need a holding, and how an SPV differs from a regular company
Holdings and SPVs in the UAE are set up in ADGM, DIFC and RAK ICC. The jurisdiction is chosen to meet investor and bank requirements, not on price.
A holding owns, an SPV isolates
A holding company holds shares and receives dividends. An SPV is set up for a single purpose — a property, a stake in a startup, IP, a financing deal — usually with no employees or office.
Each regime has its own eligibility rules
ADGM applies English common law directly and requires an SPV to have a connection to the UAE or the Gulf states. In DIFC, the counterpart of an SPV is a Prescribed Company: since 24 July 2026, any applicant can set one up, usually through a licensed service provider.
Investors need common law
Drag-along and tag-along rights, share classes, options and convertible loans work reliably in ADGM and DIFC. For a venture round, this is often the deciding factor.
The dividend exemption comes with conditions
The participation exemption covers dividends and capital gains: as a rule, a stake of at least 5% or an acquisition cost of at least AED 4 million, a holding period of at least 12 months, and a tax rate of at least 9% at the subsidiary.
Expert tip
We confirm what governing law future investors and banks require before registering the SPV: a jurisdiction chosen on price may not suit an investor who needs English law.
Egor ChernyshevFounder and Managing Partner · Structures, holdings and foundationsWho it suits
Who it suits — and when to choose something else
A good fit if
- 01You have several operating companies in different countries and want to bring them under one parent.
- 02You are raising investment or entering a joint venture — you need a shareholders’ agreement and law the investor understands.
- 03You need to ring-fence a specific asset — real estate, IP, a stake in a project — so it can be sold or pledged separately.
- 04You are planning to sell the business and want the deal to happen at holding level, not at the operating company.
- 05You are building a family structure: a foundation at the top, holdings and SPVs below it.
Consider something else if
- 01You need a single operating company with visas and clients — a holding can be added later.Mainland or Free Zone
- 02Your only goal is inheritance and protecting family assets.Foundation
- 03You need the simplest possible company for one property with no investors — a RAK ICC offshore company is often enough.Offshore
- 04You will manage third-party money or are setting up a fund for outside investors — you need a DFSA or FSRA licence, not just an SPV.
Three registries
Where to register an SPV: ADGM, DIFC or RAK ICC
Only registry fees are shown, per their schedules checked in October 2026; provider or agent services are extra. DIFC eligibility changed on 24 July 2026.
- Who can set one up
UAE or Gulf connection required
through the owner, assets or deal
- Registry fees on registration
$1,900
name, registration, licence, data protection
- Annual registry fees
$1,500
$1,400 licence with data protection and $100 confirmation statement
- Provider and address
ADGM provider mandatory
save for exemptions; the ADGM address is usually the provider’s
Click an option to highlight it across every parameter
Benefits
What you get
Group tax
When dividends and intra-group transactions are not taxed
Corporate tax is 0% on profits up to AED 375,000 and 9% above that. For a holding, the three mechanisms below matter more: each has its own conditions and its own article of the law.
Federal Decree-Law No. 47 of 2022 on Corporate Tax, Arts. 22–23
Foreign dividends
What it gives: exempt under the participation exemption
Condition: a stake of at least 5% or an acquisition cost of at least AED 4 million; held for at least 12 months without interruption — or with the intention of holding it that long
Sale of a stake
What it gives: capital gains are exempt in the same way as dividends
Condition: the same conditions: a stake of at least 5% or at least AED 4 million, held for at least 12 months, the subsidiary taxed at 9% or more
Subsidiary in a low-tax country
What it gives: as a rule, no exemption — dividends and gains are taxed under the standard rules
Condition: the profit tax rate in the subsidiary’s country is below 9% or there is no such tax, and its effective rate also falls short of 9%
Does not cover: dividends from UAE companies — they are exempt without this condition
These are not all the conditions: for example, no more than half of the subsidiary’s assets may consist of shareholdings that would not qualify for the exemption themselves. We check each stake before the acquisition.
Federal Decree-Law No. 47 of 2022 on Corporate Tax, Arts. 26 and 40
Tax group
What it gives: one return for the whole group; transactions between its companies are excluded from the calculation
Condition: the parent is a UAE resident and owns at least 95% of the capital, voting rights, profits and net assets of each subsidiary; all share the same financial year and accounting standards
Does not cover: companies with Qualifying Free Zone Person status and exempt persons
Intra-group asset transfer
What it gives: optionally at net book value, with no gain or tax for the transferring company
Condition: common ownership of at least 75%; both companies are UAE taxpayers with the same financial year and accounting standards; the asset and both companies stay in the group for 2 years
Does not cover: companies with QFZP status, exempt persons and companies that have elected Small Business Relief
Foreign subsidiaries
What it gives: cannot join the tax group — instead, the exemption on dividends and share sales applies if its conditions are met
Condition: only UAE residents can join the group, including foreign companies effectively managed from the UAE
A group doesn’t form by itself: the application is filed before the end of the tax period, and each company must already have a tax registration number. If the asset leaves the group within 2 years, the transfer relief is reversed.
Federal Decree-Law No. 47 of 2022 on Corporate Tax, Art. 18 · FTA free zone guideIncome from holding shares
What it gives: 0% — this is qualifying income
Condition: Qualifying Free Zone Person status: real substance in the zone, audited financial statements at any revenue, related-party transactions at arm’s length, non-qualifying revenue no more than the lower of 5% and AED 5 million
Does not cover: revenue outside the list is also taxed at 0% while it stays within the limit; income of a branch outside the zone and from real estate — 9%, without the 0% band up to AED 375,000
The price of the status
What it gives: a restriction, not a relief: no tax group and no reliefs for intra-group asset transfers
Condition: a company with QFZP status cannot join a tax group and cannot apply Qualifying Group Relief or Business Restructuring Relief
If a condition is breached
What it gives: the status is lost from the start of the period of the breach and for the four following periods
Condition: no substance or audit, or non-qualifying revenue has exceeded the limit
There is no separate application for the status: a company is treated as a QFZP as long as it meets the conditions. This suits a holding with management in the zone; for a single asset or an investor deal, an SPV is usually simpler.
Meeting with an expert
ADGM, DIFC or RAK ICC — which suits your deal?
At the meeting we’ll go through the deal or asset and propose a jurisdiction for each entity: the differences lie in the law, the eligibility criteria and the maintenance costs.
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
You describe your current companies, assets, partners and plans: investment, sale, succession. We draw the current and target structure.
Step 1 of 7
Map of assets and goals
You describe your current companies, assets, partners and plans: investment, sale, succession. We draw the current and target structure.
Needed from you3–5 days
Documents
What you’ll need
From shareholders and directors
- Passports and proof of address
- Proof of source of funds and source of wealth
- Directors’ CVs
- For corporate shareholders — constitutional documents, a registry extract and beneficial owner details. Legalisation is required for RAK ICC; ADGM and DIFC accept corporate documents without attestation, and in ADGM the registers of shareholders and directors are certified by a director, the secretary or an agent
On the structure and assets
- Chart of the current group with shareholdings
- Constitutional documents of companies that will move under the holding
- Documents for real estate or IP, if they are being transferred to the SPV
- Description of the deal — for a project-specific SPV
For investor deals
- Term sheet or the main terms of the deal
- Cap table after the deal
- Agreed provisions of the shareholders’ agreement
Timing and budget
What makes up the budget
The budget is made up of structure design, registration of each entity and annual maintenance. The main variables are the jurisdictions and the number of companies, as well as the complexity of the documents between shareholders.
ItemDepends onWhen
- Structure designDepends onAnalysis of assets, tax consequences and jurisdictions. Depends on the number of countries and companies in the group.WhenBefore registration
- Registry feesDepends onADGM — $1,900 to register an SPV and $1,500 a year; DIFC — from $1,100 for a Prescribed Company and from $1,300 a year; fees checked in October 2026. RAK ICC — according to the registry’s schedule of fees.WhenOn registration and annually
- Registered address and corporate service providerDepends onA licensed service provider is mandatory unless the company falls under an exemption: for ADGM SPVs since 12 July 2021, and for DIFC Prescribed Companies since 24 July 2026. A RAK ICC company operates through a registered agent. The provider’s or agent’s fee is set by contract, separately from registry fees.WhenOn registration and annually
- Articles and shareholders’ agreementDepends onStandard articles, or investor-grade documents with share classes and protective rights — the difference in workload is substantial.WhenBefore registration
- Asset transferDepends onFees and taxes in the countries where the shares and assets are located: registration of the transfer, notary costs, sometimes capital gains tax.WhenAfter registration
- Accounting and reportingDepends onBookkeeping and financial statements. An audit is required with revenue above AED 50 million, and always for a free zone holding with QFZP status; in ADGM and DIFC — unless the company qualifies as small. The exemptions require documentary evidence for each shareholding.WhenAnnually
- Tax registration and returnsDepends onFTA registration of each company or the tax group, annual returns.WhenAnnually
- Transaction supportDepends onInvestor entry, share sales, restructuring — depending on the scope of the specific deal.WhenAs needed
After registration
Holding and SPV deadlines — and the cost of missing them
Even an SPV with no revenue runs on the registry’s and the FTA’s calendar. Registry penalties are given where the centre publishes them; FTA amounts are as of October 2026.
0123456789101112months from the registration date
Day 0
Certificate and licence
ADGM and DIFC issue a certificate of incorporation and a one-year commercial licence; RAK ICC issues a certificate. The deadlines below run from this date.
Within 3 months
Corporate tax registration
For every entity — including an SPV with no revenue. Without a tax registration number, you can’t apply for a tax group either.
If missed: AED 10,000 — even with no income
Anniversary
Licence Renewal
ADGM — renewal and the confirmation statement, with a one-month grace period for renewal; DIFC — renewal together with the confirmation statement, penalty-free up to 30 days after the licence expires; RAK ICC — through the registered agent.
If missed: ADGM — $150 for each month after the grace period, up to $450; DIFC — an automatic penalty after 30 days
Every year
9 months after the financial year-end
Corporate tax return and payment
Filed even when no tax is due — for example, when all of the holding’s income consisted of exempt dividends.
If missed: AED 500 a month for the first 12 months, then AED 1,000
For each financial year
Audited financial statements
For tax purposes — with revenue for the period above AED 50 million, or if a free zone holding has Qualifying Free Zone Person status. ADGM and DIFC require an audit unless the company qualifies as small.
7 years after the period ends
Keep records and documents
For the dividend exemption — documents on the stake, its acquisition date and the subsidiary’s tax.
On changes
14 working days — ADGM
Change of director
Notify the registry of a director’s appointment or departure; the fee is $100.
If missed: $150 for each month of delay, up to $450
15 working days — ADGM
Change of beneficial owner or nominee director
Notify the registry, then update your file with the bank.
If missed: $150 for each month of delay, up to $450
30 days — DIFC
Notices to the registry
Where no specific deadline is set for a change, the notice is filed within 30 days.
For tax reliefs
12 months from acquiring the stake
Holding period for the dividend exemption
The exemption applies if the stake is held for at least 12 months without interruption, or with the intention of holding it that long.
Before the end of the tax period
Tax group application
The parent and the subsidiaries file it jointly; each must already have a tax registration number.
2 years after the asset transfer
The asset stays in the group
If the asset or the company leaves the group earlier, the relief for the transfer at net book value is reversed.
Getting it right
Common mistakes — and how to avoid them
Click a card to see how to do it right · 0 of 6 open
01 What people often do
Choosing the SPV jurisdiction on price, then finding out the investor requires common law and a shareholders’ agreement under English law.
02 What people often do
Applying for an ADGM SPV when the owner lives outside the UAE and the Gulf and the assets are outside the region.
03 What people often do
Counting on the dividend exemption without checking the participation exemption conditions.
04 What people often do
Moving shares in operating companies into a holding without calculating capital gains tax in their country.
05 What people often do
Keeping the SPV as an empty shell — no resolutions, minutes or bookkeeping.
06 What people often do
Ignoring controlled foreign company rules in the owner’s country of residence.
FAQ
Expert answers
Egor Chernyshev — Structures, holdings and foundations
Both are lightweight companies with no office or staff, and both operate under common law. The main difference is eligibility: ADGM requires the SPV to have a connection to the UAE or the Gulf states through the owner, the assets or the deal, whereas since 24 July 2026 any applicant can set up a DIFC Prescribed Company. Registry fees are similar: in ADGM, $1,900 on registration and $1,500 a year; in DIFC, from $1,100 and from $1,300. The choice is often decided by the other entities in the structure, the investors and the bank.
Egor Chernyshev · Structures, holdings and foundationsSources
- ADGM — special purpose vehicles
- ADGM — Registration Authority fees 2025
- ADGM — guidance on late filing fees
- DIFC — Prescribed Companies flyer 2024
- DIFC — Operating Regulations
- PwC Worldwide Tax Summaries — UAE income determination
- PwC Worldwide Tax Summaries — UAE group taxation
- Clyde & Co — DIFC amended Prescribed Company Regulations
Deadlines, amounts and rules are based on these sources as of the check date. Rules change: check with us before deciding.
Next step
We’ll build a structure around your assets and deals
Tell us which companies and assets you own, who your partners are and what deals you are planning. The structuring partner will propose a group architecture and a jurisdiction for each entity.
Egor ChernyshevFounder and Managing Partner · Structures, holdings and foundations