Holding company setup in the UAE

A holding company owns other businesses or assets instead of trading itself. Owners use one to keep shares in a single legal entity, to separate risk between subsidiaries, to hold property or investments, or to simplify a future sale or inheritance. In the UAE there is no single "holding licence": the structure you choose depends on what the company will own and where those assets sit.

There are four routes people usually compare. ADGM and DIFC are financial-centre jurisdictions with English common law and purpose-built holding vehicles. RAK ICC and the JAFZA offshore company are offshore regimes designed for holding and international activity rather than UAE trading. An ordinary free zone company can also hold shares if its licence allows it.

This page explains the structures and the checks involved. It is general information, not legal or tax advice, and a holding structure should be reviewed by a lawyer and a tax adviser before you form it.

Typical registration cost by route

Financial-centre fees (ADGM and DIFC) are set by each authority and are not in our price ranges, so ask for a written quote. Bank account support and annual accounting are extra.

Holding company in ADGM (Abu Dhabi Global Market)

ADGM's Registration Authority offers a special purpose vehicle (SPV) for passive holding. ADGM's own page says SPVs cannot be used to conduct operational business or hire staff, and that they exist to hold and ring-fence assets and liabilities.

For a non-exempt SPV incorporated after 12 July 2021, an ADGM-registered Company Service Provider (CSP) must be appointed, and the registered office address can be provided by that provider or an agent. The Registration Authority's guidance also looks for a connection (a "nexus") to ADGM, the UAE or the GCC, for example through ownership or control by a UAE or GCC-based person or company, or UAE or GCC-based assets. The Registrar keeps discretion, so confirm your facts before you file.

Holding company in DIFC (Dubai International Financial Centre)

DIFC's equivalent is the Prescribed Company. Under amendments enacted on 24 July 2026, law-firm summaries report that a Prescribed Company may now be established by any applicant, where earlier rules required a GCC link or a qualifying purpose. It remains a passive holding vehicle: it may hold assets but may not trade, carry on operational business or employ staff.

Most Prescribed Companies must appoint a DFSA-licensed corporate service provider, with exemptions for certain regulated or DIFC-registered controllers. A registered office in DIFC is required, usually provided by that service provider, rather than a leased office. Companies formed before the change that are not exempt are reported to have until 24 January 2027 to appoint one. Read the current DIFC regulations before relying on these points.

Offshore holding company in RAK ICC or JAFZA

RAK International Corporate Centre (RAK ICC) incorporates International Companies through a registered agent, and its website offers a dedicated holding company product. Its Business Companies Regulations require at least one member and at least one director, a registered office and registered agent, and a specific business purpose. They also bar a company from carrying on business with persons in the RAK ICC zone without authorisation, and from providing financial services by way of business.

JAFZA lists an offshore company as one of its company types: it needs at least one shareholder, which can be an individual or a company, is licensed for one year at a time, and may carry out lawful activities permitted by the Registrar. Offshore companies cannot hold UAE residence visas or trade on the mainland, so they suit holding and international structures only.

• Offshore does not mean private from the authorities; beneficial owners are recorded and reportable
• If you need staff, visas or an office, an ordinary free zone company is usually the better fit

UAE holding company tax

This is general information, not tax advice. A UAE company is generally within the scope of UAE corporate tax, and registration with the Federal Tax Authority is required. The UAE's participation exemption can exempt qualifying dividends and gains on shares if the Ministry of Finance conditions are met, which cover matters such as the size of the shareholding, how long it is held and the tax position of the company you own. The conditions are detailed and have been amended, so have an adviser test your structure against the current decision.

How to set up a holding company

1. 1

   List what the company will hold

   Shares in a UAE operating company, property, foreign subsidiaries or investments. The assets and their location decide which jurisdictions are realistic.

2. 2

   Choose ADGM, DIFC, RAK ICC, JAFZA offshore or a free zone company

   Compare nexus and agent requirements, whether you need visas, and how your bank will view the structure.

3. 3

   Appoint the service provider or registered agent

   ADGM and DIFC vehicles generally need a licensed service provider; RAK ICC and JAFZA offshore need a registered agent.

4. 4

   Prepare ownership, identity and source-of-wealth documents

   Shareholders and beneficial owners are checked; the authority or agent sets the exact list.

5. 5

   Submit the incorporation application

   Constitutional documents, the business purpose and agent or provider appointment go in together.

6. 6

   Open a bank account and register for corporate tax

   Start the bank file early, because it often takes longer than incorporation.

Documents usually requested

• Certified passport copies and proof of address for each shareholder, director and beneficial owner
• For corporate shareholders, certificate of incorporation, constitutional documents, good standing certificate and an approving resolution
• Ownership structure chart showing the beneficial owners
• Source of wealth evidence for larger shareholders (ADGM asks this for owners above 25%)
• Evidence of the assets to be held, such as licences or title deeds (for ADGM nexus)
• Supporting documents dated within three months of filing, in English or with certified translations

Things to weigh up

• {'title': 'Bank account', 'text': 'Plan the bank account application alongside the incorporation, and expect the bank to ask about owners and the assets held.'}
• {'title': 'Rules are changing', 'text': 'DIFC changed its Prescribed Company rules in July 2026 and ADGM guidance is updated regularly. Confirm current rules the week you file.'}
• {'title': 'Passive means passive', 'text': 'ADGM and DIFC vehicles cannot employ staff or run operations. Operations belong in a subsidiary.'}