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Setup guide

How to set up a holding company in the UAE

A holding company owns things rather than doing them — shares, intellectual property, property, vessels. ADGM's SPV regime is the cleanest in the region: no premises, no visas, incorporated in days, and recognised by international counsel without explanation.

8 authorities licence this Holding, SPV or offshore, depending on jurisdiction licence ISIC Section K

What it costs

The cost drivers for this trade.

ADGM's SPV regime and RAK ICC between them host a large share of regional holding structures, serving family offices, private capital and corporate groups across the Gulf, South Asia and Africa.

Figures on this page

UAE fintech market around USD 52bn in 2026, forecast USD 90bn by 2031 (11.6% CAGR). Digital payments account for roughly 57% of the market; Dubai holds close to 60% share, supported by DIFC and the VARA regime.

Mordor Intelligence, 2026

How the business makes money here

No trading revenue — the entity exists to hold. Costs are registered agent fees, accounting, and the transfer pricing documentation that related-party transactions require. The commercial case is asset protection and clean shareholding, not profit.

What it costs to start

Published "from" prices compare licence fees and ignore everything that actually moves the total. These are the variables that decide what a holding & spvs business pays in year one.

Vehicle choice
An ADGM SPV, a RAK ICC company and a DIFC prescribed company are different products at different price points for a similar function.
Registered agent
Offshore and SPV structures require a registered agent, which is an annual cost.
Substance
If the holding company is meant to have economic substance, that costs real money — the cheap version does not have it.
Transfer pricing documentation
Related-party transactions must be priced at arm's length and documented. A genuine recurring cost people omit.

We quote a single all-in figure with every government fee itemised beside our own, before you commit. Ranges published anywhere — including here — are indicative.

Why here

Regional advantages

  • Best SPV regime in the region

    ADGM SPVs need no premises or visas, incorporate in days and are recognised by foreign counsel without explanation.

  • Participation exemption

    Dividends and capital gains from qualifying shareholdings are generally exempt from UAE corporate tax.

  • Extensive treaty network

    The UAE has a wide double taxation agreement network, though not with every country.

And the other side

Regional disadvantages

  • ESR applies to holding businesses

    Holding company business is a Relevant Activity. A letterbox structure fails the substance test.

  • Transfer pricing documentation

    Related-party transactions must be at arm's length and documented — a real recurring cost.

  • Two entities cost twice as much

    We talk people out of holding structures more often than into them.

Approvals

Beyond the trade licence.

None ordinarily
Holding structures are administratively straightforward. The complexity is in getting the structure right, not in permissions.
The expensive mistake. Building a holding structure a business of that size does not justify. Two entities cost roughly twice as much to run and bring transfer pricing obligations with them. We talk people out of holding structures more often than into them.

The sequence

How the setup runs.

  1. Confirm the activity and the licence category

    Map what you actually do onto the authority's activity schedule and identify any external approval it triggers, before a name is reserved or a fee is paid.

  2. Choose the jurisdiction

    Free zone or mainland, decided by who receives your invoices — then narrowed by visa quota, premises need and cost.

  3. Reserve the trade name and obtain initial approval

    Three candidate names checked against the register and the naming rules, then initial approval confirming no objection to you owning this business.

  4. Prepare and notarise the incorporation documents

    Memorandum of association, shareholder resolutions, attestations where required, and a power of attorney if you are not in the country.

  5. Take the licence, establishment card and immigration file

    The company now exists, can contract and can sponsor residence visas.

  6. Complete residence, banking and registrations

    Medical and Emirates ID, corporate bank account, corporate tax registration and any VAT, ESR or UBO obligation the structure carries.

Questions

ADGM for most purposes — English common law, a registrar built for holding structures, no premises or visa requirement for an SPV. RAK ICC is the offshore alternative and JAFZA Offshore is the one that can hold Dubai freehold property directly.

An ADGM SPV and the offshore registries cannot. If shareholders need UAE residence, the structure needs an operating company beneath the holding entity, or a different vehicle entirely.

They are within the corporate tax regime and must register. Dividends and capital gains from qualifying shareholdings are generally exempt under the participation exemption, but the conditions are specific and worth checking against your actual holdings.

One question

Who will be paying your invoices?