Entity establishment, holding architecture, and transactional advisory across mainland, free zone, and offshore frameworks in the UAE and internationally.
Advisory is the practice area for getting a company, a group or a transaction right the first time. Its ten services fall into three groups. Formation: free zone, mainland, offshore and branch or representative office. Structure: holding companies, group structuring and reorganisation and share transfers. Transactions: mergers and acquisitions, due diligence and business valuation. No UAE entity yet: start with formation. Several entities: start with structure. Buying or selling one: start with transactions.
The formation choice turns on three published rules. First, ownership: since Federal Decree-Law No. 26 of 2020 foreign investors may own 100 per cent of a mainland company for all but strategic-impact activities. Second, premises and market: all businesses in the UAE must have a physical address, and a free zone company operates under a different legal framework from mainland businesses. A consultancy serving clients abroad fits a free zone with a flexi desk; a shop, clinic or contractor serving UAE customers needs a mainland licence. Third, time: a free zone licence is issued within 14 working days of approval, the mainland Basher platform can complete an eligible licence in 15 minutes, and RAK ICC incorporates within two working days once the registered agent files. An offshore company is for holding, not operating: it may own UAE assets and trade internationally but is not licensed to trade onshore in the mainland.
Structure is mostly a tax question now. Federal Decree-Law No. 47 of 2022 taxes profit at 9 per cent above AED 375,000, exempts dividends and gains from a Participating Interest of 5 per cent or more held for twelve months, lets assets move within a group held at 75 per cent or more without a gain, and lets a parent that holds 95 per cent of its subsidiaries file as one tax group. A free zone holding company can qualify for 0 per cent on holding income. None of this hides ownership: Cabinet Decision No. (109) of 2023 requires every licensed company, including those in commercial free zones, to record the natural person with 25 per cent or more of capital or votes through any chain of ownership, and to file changes within 15 days.
Transactions bring in the Ministry of Economy and Tourism. Under Federal Decree-Law No. 36 of 2023 and Cabinet Resolution No. 3 of 2025 a merger or acquisition must be notified where the parties’ UAE sales in the relevant market exceed AED 300 million or their combined share exceeds 40 per cent, and the application must be filed at least 90 days before completion, with a decision due within 90 days of a complete file, extendable by 45. Due diligence on the other side runs under Federal Decree by Law No. (10) of 2025, which obliges us as a designated business to identify and verify customers and beneficial owners and to report suspicions to the Financial Intelligence Unit regardless of value. Valuation feeds both: the tax law measures related-party dealings at market value, and a merger filing needs three years of audited accounts and a market analysis.
How we work. We are registered agent in RAK ICC and in DMCC, RAKEZ, IFZA, Ajman Free Zone, Masdar City and Dubai South, so formation and renewals there run directly with the authority; elsewhere we file with the authority on your behalf; in DIFC and ADGM we form the company or SPV and appoint and coordinate the centre-licensed corporate service provider that holds the registered office. Every engagement begins with the customer due diligence the law requires of us, so expect to be asked for identity, ownership and source-of-funds documents before we reserve a name.
| Service | Use it when | Governing rule or figure | Authority |
|---|---|---|---|
| Free zone formation | Customers abroad or in the zone; flexi desk; 0% on qualifying income | Licence within 14 working days; separate legal framework from the mainland | Free zone authority |
| Mainland incorporation | You sell to UAE customers onshore | 100% foreign ownership for most activities; physical address required | Emirate economic department |
| Offshore registration | You hold shares, property or IP; no onshore trading | RAK ICC incorporation in 2 working days via registered agent | RAK ICC; JAFZA; ADGM |
| Branch and representative office | A foreign company wants UAE presence without a subsidiary | Ministry approval, emirate licence, register entry; representative offices may not trade | Ministry of Economy and Tourism; emirate department |
| Holding structures | You own several companies or plan an exit | Participation exemption from 5% held 12 months; 137 UAE tax treaties | Federal Tax Authority |
| Corporate structuring | You insert a holding company or move a business between entities | Group transfers at 75%; tax groups at 95%; restructuring relief by election | Federal Tax Authority |
| Share transfers | Ownership changes hands | Effective on registration; UBO register updated within 15 days | Registrar of the company |
| Mergers and acquisitions | You buy or sell a business | Notify above AED 300m UAE sales or 40% share; file 90 days before completion | Ministry of Economy and Tourism |
| Due diligence | You take on a counterparty, target or investor | Verify customer and beneficial owner; report suspicions regardless of value | Financial Intelligence Unit; Ministry |
| Business valuation | A price must stand up to the FTA, a court or a buyer | Market value: the arm’s length price between unrelated persons | Federal Tax Authority; courts |
100% foreign ownership and a licence within 14 working days in DMCC, IFZA, Meydan, RAKEZ and the other UAE free zones; Polaris is registered agent in six of them.
Dubai and UAE mainland companies with 100% foreign ownership for most activities: economic department licensing, physical premises, Ejari and visa quotas.
RAK ICC, JAFZA Offshore and ADGM SPV vehicles for holding shares, UAE property and IP; incorporation in RAK ICC within two working days.
Ministry approval, emirate licence and foreign companies register for a branch of a foreign company; representative offices limited to market study.
UAE, Cyprus and Swiss holding companies: participation exemption, 0% free zone holding income, headquarters and treasury services, treaty access.
Group design and reorganisation under UAE corporate tax: Business Restructuring Relief, Qualifying Group transfers, related parties and transfer pricing.
Share and stake transfers in mainland LLCs and free zone companies: pre-emption, attested instruments, registrar filings and register updates.
UAE merger control thresholds, the Ministry’s 90-day review, filing documents and penalties for closing without clearance.
Commercial, legal and regulatory due diligence under the 2025 AML law: beneficial-owner tracing, register checks and reporting duties.
Independent valuations to the corporate tax market-value test for share transfers, restructurings, merger filings and related-party pricing.
Answers drawn from the published rules of the UAE authorities and regulators. Each answer links to its official source. Last reviewed 5 November 2026.
Where your customers are decides it. The UAE Government portal states that a free zone company faces no general restriction on foreign trade as long as goods do not enter the mainland market without customs clearance, and that direct mainland sales run through a mainland distributor or branch; so a business serving clients abroad, online or within the zone fits a free zone. A business selling to UAE customers from a shop, clinic, site or office needs a mainland licence, which brings the requirement that every UAE business has a physical address and, in Dubai, an Ejari-registered lease. Since 2020 both routes allow 100 per cent foreign ownership for most activities, so ownership no longer tips the balance.
Sources: UAE Government portal (u.ae) — Running a business in a free zone; UAE Government portal (u.ae) — Steps to start a business on the mainland (accessed 3 November 2026)
Between minutes and a few weeks, depending on route and activity. The UAE Government portal says a free zone licence is issued within 14 working days of review and approval, and several zones we work in publish shorter times for complete files. On the mainland the Basher platform can establish an eligible business in 15 minutes, but activities needing approval from another regulator wait for that approval first. RAK ICC incorporates an international business company within two working days of the registered agent’s submission. In every case the real clock is the documentation: attested corporate documents, beneficial owner declarations and our own due diligence file. We prepare these to the authority’s checklist so the published time is the real one.
Sources: UAE Government portal (u.ae) — Starting a business in a free zone; UAE Government portal (u.ae) — Steps to start a business on the mainland (accessed 3 November 2026)
When either threshold in Cabinet Resolution No. 3 of 2025 is met. The Ministry of Economy and Tourism explains that a filing is mandatory if the parties’ total annual sales in the relevant UAE market exceeded AED 300 million in the latest fiscal year, or if their combined market share exceeds 40 per cent of total sales in that market. The application goes to the Ministry’s Competition and Consumer Protection Department at least 90 days before completion; the Ministry checks completeness within ten working days and decides within 90 days of a complete file, extendable by 45. Completing before clearance is penalised. We assess notifiability at term-sheet stage and build the timetable into the sale agreement.
Sources: Ministry of Economy and Tourism — Ministry of Economy reviews cabinet resolution on thresholds and controls associated with Competition Law; Ministry of Economy and Tourism — Economic Concentration (accessed 3 November 2026)
No. Cabinet Decision No. (109) of 2023 applies to every legal person licensed or registered in the UAE, including the commercial free zones, and defines the beneficial owner as the natural person who owns or controls 25 per cent or more of the capital or voting rights, directly or indirectly through a chain of ownership, or who controls the company by other means such as appointing most of its directors. Each UAE company in a layered structure must therefore record the individuals at the top in its own register, file it with its registrar and update it within 15 days of a change. We design structures that are tax-efficient and fully disclosable, and we keep the registers current.
Source: Ministry of Economy and Tourism — Cabinet Decision No. (109) of 2023 on Regulating the Beneficial Owner Procedures (accessed 3 November 2026)
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