Multi-entity architecture, holding company design, group restructuring, and cross-border corporate reorganisation advisory.
Corporate structuring is not company formation — it is the strategic design of how multiple entities, jurisdictions, and stakeholders interact within a coherent legal and commercial framework. A well-designed corporate structure optimises tax efficiency, limits liability exposure, facilitates capital flows, and supports the operational requirements of the business across every jurisdiction in which it operates.
Polaris approaches corporate structuring as an advisory discipline, not an administrative service. We begin with a comprehensive understanding of the client's commercial operations, ownership dynamics, growth trajectory, and exit strategy. From this foundation, we design structures that are not merely compliant but strategically advantageous.
Our structuring capability spans the full range of UAE entity types — mainland, free zone, and offshore — as well as Cyprus and Swiss vehicles, enabling integrated multi-jurisdictional architectures under a single advisory relationship.
Existing corporate structures frequently require reorganisation as businesses evolve. Mergers between group entities, demergers of business divisions, changes in ownership proportions, introduction of new investors, cross-border migrations, and preparation for exit or succession events all demand structural advisory that accounts for regulatory, tax, and commercial implications.
We coordinate restructuring across multiple jurisdictions simultaneously, managing regulatory approvals, shareholder resolutions, licence amendments, and compliance filings as an integrated process.
Answers drawn from the published rules of the UAE authorities and regulators. Each answer links to its official source. Last reviewed 25 October 2026.
Yes, if the transfer qualifies for Business Restructuring Relief. Article 27 of Federal Decree-Law No. 47 of 2022 provides that no gain or loss needs to be taken into account where a taxable person transfers its entire business, or an independent part of it, to another taxable person in exchange for shares or other ownership interests in the transferee. The relief covers the classic structuring moves: dropping an operating business into a new subsidiary, inserting a holding company, or hiving off a division. The consideration must be shares; anything else is tightly limited. We model the restructuring against these conditions before any resolution is signed.
Source: Ministry of Finance — Federal Decree-Law No. 47 of 2022 on the Taxation of Corporations and Businesses and its amendments (consolidated text) (accessed 24 October 2026)
No. Ministerial Decision No. 133 of 2023 requires the transferor to elect for Article 27 to apply, in the form and manner the Federal Tax Authority prescribes, and both parties must keep records of the transfer. The Decision also caps non-share consideration: the market value of anything received in addition to shares must not exceed the lower of the net book value of the assets and liabilities transferred or 10 per cent of the nominal value of the ownership interests issued. Miss the election or breach the cap and the transfer is taxed at market value. We prepare the election and the valuation support alongside the corporate documents.
Source: Ministry of Finance — Ministerial Decision No. 133 of 2023 on Business Restructuring Relief for Corporate Tax Purposes (accessed 24 October 2026)
Yes, within a Qualifying Group. Article 26 of Federal Decree-Law No. 47 of 2022 allows assets and liabilities to move between two taxable persons with no gain or loss where one holds, directly or indirectly, at least 75 per cent of the other, or a third person holds at least 75 per cent of both, and the other conditions of the Article are met. Under Ministerial Decision No. 132 of 2023 the transferor must elect for the relief and the election is irrevocable; a later transfer of the asset outside the group, or either company leaving the group, brings the deferred gain back into charge. We check the 75 per cent chain before every intra-group transfer.
Sources: Ministry of Finance — Federal Decree-Law No. 47 of 2022 on the Taxation of Corporations and Businesses and its amendments (consolidated text); Ministry of Finance — Ministerial Decision No. 132 of 2023 on Transfers Within a Qualifying Group for Corporate Tax Purposes (accessed 24 October 2026)
Generally not. Article 5 of Federal Decree-Law No. 32 of 2021 provides that the Decree-Law does not apply to companies established in the free zones of the State where the free zone's own laws or regulations contain a special provision to that effect; such companies are governed by their free zone's companies regulations instead. This matters for group design: pre-emption rights, share-transfer formalities, capital rules and merger procedures differ between a mainland LLC and, say, a RAKEZ or DMCC entity. We map which regime governs each entity in the structure so that constitutional documents and resolutions are drafted under the right law.
Source: UAE Legislation Portal (uaelegislation.gov.ae) — Federal Decree-Law No. (32) of 2021 on Commercial Companies (accessed 24 October 2026)
Article 35 of Federal Decree-Law No. 47 of 2022 treats two juridical persons as related parties where one owns, directly or indirectly, 50 per cent or more of the other, or where a common owner holds 50 per cent or more in each; a natural person and a company are related at the same 50 per cent level, and individuals related within the fourth degree of kinship or affiliation are related parties too. Transactions between related parties must meet the arm's-length standard under Article 34. Every intercompany management fee, loan and licence in a structure we design is therefore priced and documented with this in mind.
Source: Ministry of Finance — Federal Decree-Law No. 47 of 2022 on the Taxation of Corporations and Businesses and its amendments (consolidated text) (accessed 24 October 2026)
Only above the published thresholds. The Ministry of Finance announced on 11 May 2023 that Ministerial Decision No. 97 of 2023 requires a master file and a local file from taxable persons with revenues of at least AED 200 million in the relevant tax period, or that form part of a multinational group with consolidated group revenue of at least AED 3.15 billion. Groups below these levels still have to price related-party dealings at arm's length and be able to prove it on request. We build the pricing file at the design stage, when the facts are fresh and the cost is lowest.
Source: Ministry of Finance — Ministry of Finance Issues Decision on Transfer Pricing Documentation Requirements for Corporate Tax Purposes (accessed 24 October 2026)
No. Cabinet Decision No. 109 of 2023 on beneficial owner procedures identifies the beneficial owner as the natural person who holds, through shares or stock of direct or indirect ownership, 25 per cent or more of the legal person's capital or voting rights, or who controls it by other means such as the right to appoint or dismiss the majority of its directors. Indirect ownership through intermediate companies counts, so each UAE company in a layered structure must still record and file the natural persons at the top. We design structures that are efficient but fully disclosable, and we keep every entity's beneficial owner register current.
Source: UAE Cabinet (text published by Dubai Development Authority) — Cabinet Decision No. (109) of 2023 On Regulating the Beneficial Owner Procedures (accessed 24 October 2026)
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