Ownership and governance

UAE holding companies for international assets and ownership

A holding company is used to own interests in other companies and, depending on the structure, other assets. The project should establish its purpose, ownership and governance before incorporation. Tarkia coordinates that work from Dubai, with professionals in Brazil and Portugal where the case requires it.

Discuss your holding structure

PURPOSE

Start with the purpose of the structure

Identify the companies or assets to be held, who will manage them and which decisions require approval. The plan should consider changes in ownership, distributions and continuity of management. A holding company that exists without a defined function is an expense, not a structure.

Holding investments and running a commercial operation are different functions. The proposed structure should explain how each activity will be organised, because the licence, the substance expected and the tax treatment differ between them.

ASSESSMENT

Compare suitable options

The assessment should consider intended activities, asset locations, operational needs, documentation, banking and recurring costs. Incorporation price alone is an incomplete basis for choosing a structure.

Activity and licence

What the company will actually do. The licence must cover the intended activity, and holding shares is not the same licensed activity as trading or providing services.

Free zone or mainland

Free zones operate within the zone and with counterparties outside the UAE; a mainland company can operate throughout the country. Some registries, such as ADGM and DIFC, apply their own common law framework.

Where the assets are

Shares in foreign companies, property and financial assets remain governed by the law of the place where they sit, including on transfer, on distribution and on succession.

Owners and beneficiaries

Where each owner is tax resident, and what that country requires them to report. This usually matters more to the outcome than the choice of zone.

Banking

Account opening is a separate step with its own documentation and timetable. The bank must be able to understand the activity, the people and the expected flows.

Recurring cost

Licence renewal, office or desk, visas, accounting, audit where required, Corporate Tax and VAT filings. These should be listed year by year, not folded into a single headline price.

standard Corporate Tax

On taxable income above AED 375,000 under the regular regime; 0% applies only to Qualifying Income of a Qualifying Free Zone Person

9 months

to file the tax return

From the end of the tax period. Every taxable person registers and files, including free zone companies with no tax to pay

VAT

Registration is mandatory above AED 375,000 of taxable supplies in 12 months and voluntary above AED 187,500

2022

last year of ESR reporting

Economic substance reports are no longer required for financial years ending after 31 December 2022; earlier obligations remain

Please note: a UAE free zone company does not automatically qualify for 0% Corporate Tax. The Qualifying Free Zone Person and Qualifying Income conditions need assessment, year by year, and the AED 375,000 band does not apply to that regime. The structure should not be presented as a universal route to tax deferral.^[1]

Tax position

Review the tax position on both sides

Where owners or beneficiaries have connections to other countries, their position must also be reviewed.

United Arab Emirates

Corporate Tax and the free zone regime

Registration and an annual return apply to every taxable person. The 0% rate is conditional, not automatic.

Adequate substance in the free zone
Qualifying Income, and the de minimis threshold for other revenue
Audited financial statements
Transfer pricing and arm’s length documentation
No election to be taxed under the regular regime

Brazil

Owners resident in Brazil

Ownership by a Brazilian resident brings the entity into the Brazilian reporting and taxation framework.

Individuals: Law No. 14.754/2023, with annual taxation of profits in the cases it defines
Companies: Law No. 12.973/2014 on worldwide income
Assets abroad above USD 1 million reported to the Central Bank
The Brazil–UAE tax convention has been in force since 2021

Portugal

Owners resident in Portugal

Portuguese residents are assessed under their own rules, which are verified at the date of the analysis.

Residence tests under the Portuguese personal income tax code
The Portugal–UAE tax convention has been in force since 2012
Portuguese nationals moving to the UAE should read the specific rule that applies to them
See Portugueses nos Emirados (Portuguese)

Method

Ownership, succession and ongoing maintenance

Family objectives should be considered alongside corporate documents and management arrangements. The engagement should identify who is responsible for records, filings, renewals and governance updates.

Assessment

Assets, companies, owners and their tax residence, existing agreements and the objectives the owners want to achieve.

Design and alternatives

The role of each entity, the alternatives that were discarded and why, the recurring cost and the facts that would change the recommendation.

Incorporation and registrations

Licence, constitutional documents, ultimate beneficial owner registration, Corporate Tax registration and VAT registration where the threshold is met.

Banking handled as a separate workstream
Visas for owners and staff within the licence quota

Succession layer, where justified

A UAE foundation may be assessed when it serves a separate purpose within the project, such as continuity of governance. See UAE foundations.

Maintenance

A calendar of filings and renewals with named responsibilities. Historical compliance issues should be distinguished from current obligations and dealt with explicitly.

Common mistakes

What goes wrong, and what it costs

Most problems come from decisions taken on the headline price rather than on the actual operation.

Mistake · Tax assumption

Assuming 0% applies

The free zone regime depends on conditions assessed every year. Foreign-sourced revenue does not, by itself, secure the treatment.

Mistake · Home country

Ignoring the owner’s position

Incorporating in the UAE does not change what an owner resident elsewhere must report and pay at home. That analysis belongs before incorporation.

Mistake · Licence

A licence that does not cover the activity

Choosing the cheapest zone without checking the licensed activity leads to banking refusals, contracts that cannot be signed and restructuring.

Mistake · Maintenance

No budget for the second year

Renewal, accounting, audit where required and tax filings are annual. A structure that lapses does not protect anything.

Tarkia’s position: any expected outcome is demonstrated for the specific circumstances and shown alongside the total cost. We do not publish generic pricing or promise a tax result before the assessment.

FAQ

Frequently asked questions

No. Any expected outcome should be demonstrated for the specific circumstances and considered alongside total costs. The result depends on where the owners are tax resident, on the nature of the income and on the conditions that apply to the chosen regime in the UAE.

No. The proposal should address banking separately and define the scope of any support. The decision belongs to the bank, which applies its own know-your-customer requirements; what can be organised in advance is a coherent file covering the people, the company and the expected flows.

Yes. Every taxable person, including free zone companies, registers for Corporate Tax and files an annual return within nine months of the end of the tax period, even where no tax is due. A Qualifying Free Zone Person is also expected to maintain audited financial statements.

The timetable should distinguish analysis, incorporation, transfers and third-party dependencies. Each has a different duration, and registry and banking steps depend on decisions that are not ours to make. We set out the sequence and the dependencies after the documents have been reviewed.

Yes. The review can begin with the existing documents and the objectives the owners want to achieve. It usually identifies filings that are outstanding, a licence that no longer matches the activity, or ownership that no longer reflects the family’s intentions.

Next step

Discuss your holding structure

Describe the assets and companies involved, where the owners are resident and what the structure is meant to achieve. The assessment comes before any recommendation.

Contact Tarkia

Official sources

Ministry of Finance (UAE), Corporate Tax FAQ; Federal Decree-Law No. 47 of 2022: rates, registration, filing and the Qualifying Free Zone Person conditions.
Ministry of Finance (UAE), Cabinet Decision No. 98 of 2024: economic substance reporting cancelled for financial years ending after 31 December 2022.
Federal Decree-Law No. 8 of 2017 (VAT): registration thresholds. Cabinet Decision No. 109 of 2023: ultimate beneficial owner register.
Brazil, Law No. 14.754/2023 and Law No. 12.973/2014; Decree No. 10.705/2021 (Brazil–UAE convention). Portugal, Resolution of the Assembly of the Republic No. 47/2012 (Portugal–UAE convention).

This page is for information only. It is not legal, accounting or tax advice, and it is not an offer of regulated services. Rules, timescales and outcomes vary with the circumstances. Reviewed in September 2026.

Conteúdo informativo · não constitui consultoria jurídica, contábil ou tributária nem recomendação de investimento · investir ou abrir empresa nos EAU não substitui saída fiscal · regras, prazos e resultados variam conforme o caso · atualizado em ago/2026