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International Structuring for UAE-Based Business
Garant Business Consultancy reviews how a Dubai or UAE holding structure fits your international business, connecting ownership, banking, tax and management before you add entities or transfer assets.
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When to review your international structure early
- Before adding a holding company, operating subsidiary or new jurisdiction.
- When ownership, investors or the intended exit change.
- Before moving contracts, assets, financing or revenue between entities.
- When bank questions expose gaps between documents and actual activity.
- When management, staff and customers operate across different countries.
What the UAE offers a holding or operating structure
- Corporate Tax: 0% on the first AED 375,000 of taxable income, 9% above.
The threshold applies to taxable income, not revenue; qualifying free zone companies follow separate rules. 1 - Participation exemption: dividends from foreign participations and gains on the disposal of participations, UAE or foreign, may be exempt.
Minimum ownership is 5% or acquisition cost of at least AED 4 million; the 12-month holding requirement and other conditions still apply (see FAQ). 2 - Qualifying Free Zone Person: 0% on Qualifying Income only.
Status requires adequate substance, qualifying activities, audited accounts and non-qualifying revenue within the lower of AED 5 million or 5% of relevant total revenue; a free zone licence alone is not enough (see FAQ). 3a · 3b · 3c - Withholding: Article 45 currently sets a 0% UAE withholding rate for relevant UAE-source income of non-residents.
This covers income not attributable to a UAE permanent establishment or nexus; foreign-country withholding is a separate question. 4 - Tax groups: Article 40 requires at least 95% ownership, voting rights and entitlement to profits and net assets.
Resident juridical-person status, matching financial years/accounting standards, restrictions on exempt persons and QFZPs, and a joint FTA application are also required. 4 - Large multinational groups: the UAE DMTT introduces a 15% minimum effective-tax framework from financial years beginning on or after 1 January 2025.
It covers in-scope UAE constituent entities of MNE groups with consolidated revenue of at least EUR 750 million in two of the preceding four years, subject to exclusions and reliefs—not every UAE company. 5
Check treaty eligibility for the country, income and residence position. A UAE licence does not guarantee treaty benefits or eliminate tax in the owner's country.
Why a paper-efficient structure fails in practice
- Ownership records do not explain the commercial purpose of each entity.
- Contracts name one company while another invoices or receives payment.
- Management and resources do not support the claimed activities or substance.
- Related-party charges lack support, or foreign tax consequences are ignored.
- Reporting, renewal and banking requirements cost more than the structure solves.
What the structure review includes
Provide your ownership chart, business model, entities, contracts and payment flows, together with available accounts, tax registrations and bank questions.
We examine ownership, operational roles, banking fit, UAE tax treatment, substance and reporting. Owner-country issues are identified for coordination with appropriately qualified local advisers; a UAE review is not a substitute for advice in every jurisdiction.
The proposal can cover a structure diagram, risk map and implementation sequence, with assumptions and unresolved questions. You receive a written scope and fee proposal before any work begins. Deliverables, timing and fees are agreed based on jurisdictions, documents and specialist input.
Who will work on your case
Marsel Shadmanov, CEO & Partner leads corporate-services delivery at Garant Business Consultancy. His work covers UAE market entry, company formation, banking preparation and mainland/free zone operational setup. Team allocation follows the engagement scope. Key People · Garant on LinkedIn.
Related decisions
Company formation · Banking solutions · VAT return filing and refunds · Company re-domiciliation · Tax domicile and residency
Related insights
Why founders choose the wrong UAE setup · UAE corporate bank accounts in 2026 · UAE Corporate Tax 2025–2026 · Representative offices and tax exposure
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Tax information checked: 9 October 2026. General information, not a case-specific tax opinion. Updated: 15 October 2026.
Official tax sources
- 1 Corporate Tax rates: Cabinet Decision 116/2022, Articles 2–3
- 2 Participation exemption: Ministerial Decision 302/2024, Articles 8–9
- 3a Free zone income and substance: Cabinet Decision 100/2023
- 3b Free zone activities and de minimis: Ministerial Decision 229/2025
- 3c Audited accounts: Ministerial Decision 84/2025
- 4 Corporate Tax Law: Articles 3, 11, 18, 22, 23, 40 and 45
- 5 DMTT: Cabinet Decision 142/2024 and annex
Source 3 comprises 3a–3c. Ministerial Decision 302/2024 applies to tax periods starting on or after 1 January 2025. Exemptions and special regimes depend on the facts and applicable tax period.
Your Path with GARANT
Business Logic Review
Identify activities, value creation and objectives.
Jurisdiction Mapping
Map owners and entities against commercial needs and jurisdictions.
Structure Design
Design ownership and operations around control, substance, tax, banking and flexibility.
Practical Risk Testing
Test bank onboarding, counterparties, reporting and documentation against the proposed structure.
Implementation Planning
Sequence corporate, contractual, banking and reporting work.
Ongoing Alignment
Reassess the structure when ownership, markets or operations change.
Reviews
I had the pleasure of working with Garant Business Consultancy, and their team is incredibly professional. They provided clear and detailed guidance throughout the company setup process. Highly recommend.
I'm very satisfied with the service! Everything was handled quickly and efficiently, and the team was always available to help. Great quality and excellent support.
Need clarity on the right next step?
Tell Garant Business Consultancy about your project in a free first consultation. Any further work is scoped and priced separately.
Frequently asked questions
Does a UAE holding company pay tax on dividends from its subsidiaries?
Dividends from UAE resident juridical persons are generally exempt under Article 22, while foreign dividends require the applicable exemption conditions. Article 23 normally requires at least 5% ownership held, or intended to be held, for twelve uninterrupted months; aggregate acquisition cost of at least AED 4 million satisfies the minimum ownership and profit/liquidation entitlement tests, but does not remove the 12-month holding requirement or other exemption conditions. The subject-to-tax condition and other Article 23 requirements remain applicable; the asset-composition test applies to related-party participations. Disposal gains require the relevant holding period to have expired, so an intention to hold alone is insufficient. 2
What substance does a UAE holding company need?
Substance must match the activities and tax regime; there is no universal office-and-headcount formula. A QFZP must meet the applicable substance requirements for its activities, including the rules governing resources and permitted outsourcing. Decision-making evidence, records and banking requirements also matter.
Is a UAE free zone company suitable as a holding company?
It can be, but a free zone licence alone does not establish QFZP status or exempt every receipt. The income, activity, substance, audit, transfer-pricing and de minimis requirements must be checked together, with no election into the ordinary regime. Non-qualifying revenue must not exceed the lower of AED 5 million or 5% of relevant total revenue, using the statutory exclusions and calculations. Activity-specific compliance requirements may also apply. The ordinary regime and participation exemption may also need comparison.
Can a UAE company be managed from abroad and remain tax resident in the UAE?
A UAE-incorporated juridical person is generally a UAE resident person for Corporate Tax under Article 11, but overseas management can create additional foreign tax obligations. Dual residence, treaty rules and substance must be assessed separately. Incorporation alone does not guarantee exclusive UAE residence or treaty benefits.
How is a UAE structure viewed by banks?
Banks assess the owners, commercial purpose, activities and expected transactions rather than accepting a structure solely because it is registered. Contracts and source-of-funds evidence should explain who earns and receives each payment. A coherent structure supports an application but does not guarantee account opening or continued acceptance.
How long does a structure review take?
Timing depends on scope and document completeness. Multiple jurisdictions, historical issues or specialist advice may require more work. Agree a case-specific timetable and fee proposal before engagement.
Discuss your project
Tell Garant Business Consultancy about your project in a free first consultation. Any further work is scoped and priced separately. The first consultation is a discussion of your task and possible options. It does not include preparing documents or providing written opinions.
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