Key Takeaways
- In ADGM, the first year costs USD 1,900 for an SPV, USD 1,000 for a foundation and USD 5,600 for a single family office, according to its published fees (October 2026).
- DIFC asks USD 100 to register a Prescribed Company plus USD 1,000 a year. A foundation there costs USD 350 a year (July 2026).
- Under the 2023 regulations, a JAFZA offshore company can own UAE shares and keep a UAE bank account. To actually trade, it still needs a licence.
- Your company has 60 days from licensing to submit its beneficial owner register, and 15 days to update it after any change.
- None of these vehicles comes with a tax promise. Picking one for a family is work for a lawyer and a tax adviser together.
People who ask about a holding company in Dubai usually want one company that owns their other businesses or assets. There isn't one standard way to do it. Some owners use a mainland limited liability company (LLC) that owns the operating companies below it. Others pick a free zone company or an offshore company. A third group goes to the Abu Dhabi Global Market (ADGM) or the Dubai International Financial Centre (DIFC), two financial centres with their own laws and courts, or sets up a family structure such as a foundation. The fees differ, the legal system differs, and banks look at each one differently. Nothing on this page is tax advice.
Holding company Dubai structures and what each is for
Each vehicle does a different job, and each one is registered by a different authority.
- SPV (special purpose vehicle), a company that exists only to hold assets or shares. In ADGM it's simply called an SPV, and in DIFC the closest match is the Prescribed Company. Both work under common law, the English-style legal system based on court decisions, and both must use a corporate service provider (CSP), a licensed firm that handles the company's registered office and filings, unless they're exempt.
- Foundation, a legal entity with no shareholders that holds assets for a purpose or for family members. ADGM and DIFC register foundations with a charter and by-laws. DIFC's fee table lists separate filings for updating a foundation's guardians and council.
- Single family office, a company that manages the wealth of one family. ADGM asks for at least USD 10 million in family net assets. It sets no minimum capital and no audit requirement.
- Offshore company, registered by JAFZA or RAK ICC. It can't trade in the UAE on that registration alone and needs separate licences for that.
- Mainland LLC, which can own UAE operating companies directly. The Commercial Companies Law governs it.
ADGM and DIFC common-law vehicles
ADGM applies English common law directly and has its own courts. DIFC also has its own courts, and its rules are built on international standards and common-law principles (ADGM and DIFC pages, October 2026). You can use the table below to compare the government fees each centre publishes.
| Structure | First year | Each renewal | Source and condition |
|---|---|---|---|
| ADGM SPV | USD 1,900 | USD 1,400 | ADGM Registration Authority fee schedule, version January 2025 |
| ADGM foundation | USD 1,000 | USD 500 | Same schedule and ADGM Family Offices page |
| ADGM single family office | USD 5,600 | USD 5,300 | ADGM Family Offices page; family net assets of at least USD 10 million |
| DIFC Prescribed Company | USD 100 plus USD 1,000 | USD 1,000 | DIFC Table of Fees, revision 16, 30 July 2026 |
| DIFC foundation | Nil plus USD 350 | USD 350 | Same table |
For ADGM, the first-year SPV and foundation amounts already include a USD 300 data protection fee. ADGM describes its schedule as a non-binding, indicative guide. If the two disagree, its Fees Rules win. DIFC adds a Knowledge and Innovation fee of AED 20 to each licence transaction. On top of all this, the corporate service provider charges its own fees (figures as of October 2026).
In ADGM, an SPV that isn't exempt must appoint an ADGM-registered Company Service Provider before it can be incorporated. DIFC has the same idea: a Prescribed Company appoints a DIFC Corporate Service Provider unless it's an Exempt Prescribed Company. For the fees that apply to a trading company in either centre, see the ADGM company setup guide and the DIFC company setup guide.
You can't run your business through an SPV. DIFC's SPV page says plainly that SPVs may not carry out commercial or operational activities, and they may not employ staff. A full DIFC private company costs USD 8,000 to register and USD 12,000 for the licence. Compare that with USD 100 and USD 1,000 for a Prescribed Company (Table of Fees, July 2026). If you hope to sign a lease or hire anyone through a Prescribed Company or SPV, get the registrar's answer in writing first.
Offshore holding and when banks accept it
An offshore company is set up to hold and own things, not to trade in the UAE. The Jebel Ali Free Zone (JAFZA) Offshore Companies Regulations 2023 let such a company keep a UAE bank account and own shares in UAE companies. It may also own property in designated freehold areas. What it can't do is carry on business without the proper licence or permit. Breaking that rule can cost a fine of AED 50,000 (Regulation 14 and Schedule 3).
RAK International Corporate Centre (RAK ICC), in Ras Al Khaimah, draws the same line. Under its Business Companies Regulations 2018, a company may not conduct activities in the UAE outside the zone without the appropriate licences (Regulation 40(8)). It also may not provide financial services as a business anywhere in the world (Regulation 40(5)). There is a way in, though. Since a memorandum of understanding (MoU) signed in August 2021, an RAK ICC company can work in Ras Al Khaimah through a subsidiary licensed by RAK DED, the emirate's Department of Economic Development.
Both registries publish fees. JAFZA's Registrar charges AED 10,000 to incorporate and AED 2,500 to renew after 12 months, and every offshore company needs a registered agent (Schedule 2). For RAK ICC, secondary sources quote AED 3,250 for incorporation in the first year and AED 3,950 for a one-year renewal under the 2026 fee schedule. We couldn't open the official schedule on rakicc.com. Check these amounts with RAK ICC. Both sets of figures are government fees only, as of October 2026.
Getting a bank account is up to the bank. JAFZA's rules allow an offshore company to hold one, but no registry can promise you one. The Central Bank published guidance on legal persons, effective 7 June 2021. It names shell companies, nominee shareholders and directors, complex structures and shelf companies (ready-made companies bought off the shelf) as typical ways companies are abused. Its customer due diligence guidance, in force from 7 November 2025 according to the rulebook, adds more warning signs. These include ownership hidden behind several layers, wealth whose source isn't clear, and money coming from sanctioned countries.
Does an offshore company have to register for Corporate Tax, and what would it owe? A tax adviser has to answer that for your case. Registering late costs AED 10,000 (Cabinet Decision 75 of 2023 as amended). For what such a company may and may not do, see the offshore company guide.
Mainland LLC holding
A mainland LLC, meaning one licensed outside any free zone, can own shares in UAE companies without free zone rules getting in the way. The Commercial Companies Law (Federal Decree-Law 32 of 2021) sets the basic rules. A single person or company can own an LLC on its own, or it can have between two and 50 partners (Article 71). The law sets no minimum capital. It only asks for "sufficient capital", paid in full when the company is formed (Article 76). Foreigners can own the whole company as a rule, with limits for activities that have a strategic impact (Cabinet Resolution 55 of 2021).
One point is unclear. A local service agent is a UAE national who handles government paperwork for a fee but owns no shares, and two u.ae pages disagree on whether a business owned entirely by non-GCC residents needs one. GCC means the Gulf Cooperation Council states. The two pages are the steps page of 16 July 2026 and the foreign ownership page of 6 April 2026. Put the question to your licensing authority and keep the reply. The article numbers here follow the 2021 text, and the current wording may differ after Federal Decree-Law 20 of 2025.
That decree-law was issued in October 2025 and changes several things. An LLC may issue more than one class of shares (quotas, in the law's wording) if its articles allow it, but the detailed rules still wait for a Cabinet decision. Drag-along and tag-along clauses are now recognised in the articles of LLCs and private joint stock companies. These clauses let a majority force the others to join a sale, or let minority owners join one. A company may also move its registration between a free zone and the mainland without being wound up, once the implementing rules exist. The law starts to apply the day after it appears in the Official Gazette, the government's official publication. Look up the exact start date there.
Every LLC must appoint an auditor (Article 27). If the memorandum is in two languages, the Arabic text wins (Article 14). An audit firm can tell you what the yearly audit will cover when the holding owns several subsidiaries.
Substance, place of management and beneficial owner duties
A beneficial owner is the real person who, at the end of the ownership chain, owns or controls the company, usually anyone with 25% or more. The duty to record them applies to every legal person licensed or registered with a mainland registrar or a non-financial free zone registrar (Cabinet Resolution 132 of 2023, Article 2). Within 60 days of licensing, the company must submit its beneficial owner register together with its register of partners or shareholders. When something changes, it has 15 days from learning of it to update both (Cabinet Decision 109 of 2023).
The first breach gets a written warning. Money fines begin with the second. If you don't set up the register, or don't disclose each ownership layer of a complex structure, a second breach costs AED 50,000 and a third AED 100,000. For late updates the amounts are AED 15,000 and AED 30,000. A third breach can also lead to the licence being suspended (Cabinet Resolution 132 of 2023). Check with the registrar that this penalty table is still current.
Companies in the financial free zones follow their own centre's rules instead. In DIFC, the handbook says changes to directors, shareholders, beneficial owners and articles must be filed within 30 days (September 2026).
Tax registration comes next. Any company incorporated in the UAE must register for Corporate Tax within three months, and that includes free zone companies (FTA Decision 3 of 2024). A free zone company that meets the conditions for the 0% rate is called a Qualifying Free Zone Person (QFZP). It pays 0% only on qualifying income and must have enough real activity, called substance, in the UAE (Cabinet Decision 100 of 2023, Ministerial Decision 229 of 2025). That ministerial decision counts some holding work among the qualifying activities. Examples are holding shares or securities as an investment, with a 12-month holding condition, and headquarter and treasury services to related companies. Whether your structure meets every condition is something only a tax adviser who has seen it can say.
A tax residency certificate is a separate document, issued by the Federal Tax Authority (FTA). Your company must be at least 12 months old before it can apply. After that, it can apply for a period that's still running once three months of that period have passed. The fee is AED 50 to submit plus AED 500 for the electronic certificate if you have a Corporate Tax registration number, or AED 1,750 if you don't. The FTA may also ask for proof that the company is effectively managed and controlled in the UAE (October 2026). A tax adviser can tell you whether the certificate gets you anything under a tax treaty. Registration and the QFZP test are explained in the Corporate Tax guide for new companies.
Audit rules depend on the centre. A DIFC private company that isn't small files audited accounts within seven months of its year end (September 2026). In ADGM, companies with turnover up to USD 13.5 million and up to 35 employees file only a balance sheet. Bigger ones file audited accounts. A single family office has no audit requirement (ADGM, October 2026).
Succession, wills and foundations
What happens to the structure when an owner dies is a question for a lawyer. A holding company or foundation can make inheritance easier, or it can make it harder. Raise these points early, because they can rule a structure out for your family.
- How does the structure fit with each owner's will, and with the inheritance law of the country each family member comes from?
- Who takes over the holding company's shares when an owner dies?
- Who are the foundation's guardians and council members, and how is each one replaced?
In DIFC, changing a foundation's guardians and council means a filing with the registrar, listed at USD 100.
How to brief a lawyer and a tax adviser
You'll need legal advice and tax advice at the same time, and the two professionals answer different questions. Give both of them the same one-page summary. It should show who owns what today, which countries the family members live in, which assets will go into the vehicle and what you plan to tell the bank.
A lawyer in the UAE deals with the vehicle itself. That means which law and which court apply, and what the charter, by-laws or articles say. The lawyer can also confirm who may change those documents and whether you need a CSP. Signing powers, any family agreement and the wills belong in the same brief.
Questions about money go to a tax adviser. Corporate tax consultants handle the UAE side. They check when each company must register, whether it can meet the QFZP conditions and the substance test, and where it's really managed from. They can also say whether a residency certificate helps and how dividends and loans between the companies are taxed. For each owner's home country, you'll need an adviser there as well. The guide to setting up a UAE company from abroad explains that part.
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- DIFC registration, fees by structure and where DFSA decides
- Offshore company in Dubai, what it can and cannot do
- Corporate Tax registration UAE, deadline, QFZP and penalties
- Starting a business in Dubai as a foreigner, from abroad
- Business ideas in Dubai and the licence each one needs
- How to open a company in Dubai yourself, step by step
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- Corporate tax consultants in the UAE
- Audit firms in the UAE
