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.
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 sequence
How the setup runs.
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.
Choose the jurisdiction
Free zone or mainland, decided by who receives your invoices — then narrowed by visa quota, premises need and cost.
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.
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.
Take the licence, establishment card and immigration file
The company now exists, can contract and can sponsor residence visas.
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.
Shortlist
Where to license it.
Four worth looking at for this activity, and why each one is on the list. All 8 are in the finder.
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?
Ask the regulator question first. Whether your activity is regulated matters more than where clients sit, because regulated activity needs DFSA, FSRA, Central Bank or SCA authorisation before the jurisdiction question even arises.
Compare the two routesOr just ask usServing UAE retail clients almost always means onshore regulation rather than a free zone licence. The Central Bank and SCA govern that, and a professional licence naming financial consultancy does not substitute.
Compare the two routesOr just ask usFor regulated firms the DIFC or ADGM decision usually settles this before the market question does. Both apply common law with their own regulator, and permissions travel differently from trade licences.
Answer five questions insteadOr just ask us