I own several companies — does setting up a holding company actually change anything?
I own several companies — does setting up a holding company actually change anything?
Once you own more than one operating company, a single holding company on top simplifies ownership and governance — and unlocks an important corporate tax mechanism: the participation exemption under Article 23 of Federal Decree-Law No. 47 of 2022. If the holding company owns at least 5% of a subsidiary's capital (or its acquisition cost exceeded AED 4 million) for an uninterrupted period of at least 12 months, and the subsidiary is itself subject to tax at an effective rate of 9% or more in its own jurisdiction, dividends it distributes and any capital gain on selling that stake are exempt from UAE corporate tax.
Where you set it up matters. Financial free zones like ADGM and DIFC suit holding and joint-ownership structures well because of their common-law framework and shareholder-rights flexibility, but a mainland or regular free zone holding company can qualify for the same exemption if the conditions are met — location alone doesn't grant or deny it. What every structure needs, regardless of location, is genuine economic substance in the UAE: a real office, board decisions actually made and minuted here, and management functions that aren't purely nominal. A holding company with no substance is exactly what draws FTA scrutiny. RASEEKH designs the holding structure so the exemption is actually achievable in practice, not just correct on paper.