Mainland structure · 2026

Holding company in Dubai mainland

A mainland parent that owns shares, property and IP but does not trade itself, with 100% ownership.

100% foreign owned
Owns shares, property and IP
0% on qualifying dividends
9% corporate tax on other profit

15+ years10,000+ engagements4.8 Google, 163+ reviewsISO certified

Group ownership

What is a mainland holding company?

A mainland parent that owns shares, property and IP but does not trade itself. Qualifying dividends and gains are taxed at 0%.

100%Foreign owned, no local partner

0%On qualifying dividends and gains

9%Corporate tax on other profit

See if a holding structure fits

Why mainland

Is a mainland holding company right for your group?

A mainland holding company is dearer to run than a free zone one, and worth it for a specific reason: it can touch the local market and hold Dubai property. That decides who it is for.

Recommended

Likely5 signs

Mainland holding fits if

Your group holds Dubai propertyA mainland parent can hold it directly.
Subsidiaries trade in the UAEThe group touches the local market.
You want 100% foreign ownershipNo local sponsor and no nominee holder.
You want one parent over a mixed groupMainland, free zone, and foreign subsidiaries.
You want the participation exemption0% on qualifying dividends and gains.

Get a structure recommendation

Reconsider5 signs

A free zone holding may fit if

It is a purely international structureHolding only foreign assets, no UAE touch.
You want the lowest running costA free zone holding is often cheaper.
The group holds no Dubai propertyThe mainland edge does not apply to you.
The group needs no UAE bank accountA free zone holding avoids the mainland office requirement.
You hold intellectual property onlyIP sits comfortably in a zone with no onshore trade.

What a holding company can and cannot hold

What it can hold

Shares in mainland, free zone, and foreign companies, Dubai and overseas property, and intellectual property, all under one parent.

What needs a subsidiary

Any actual trading, selling, or invoicing. The holding company owns; an operating subsidiary beneath it does the business.

Mainland company setup

What it cannot do

A holding company cannot trade or sell goods and services itself. Trying to run trading through the parent is the mistake to avoid.

A mainland holding company sitting above mainland, free zone, and foreign subsidiaries

100%

foreign ownership for a standard mainland holding company since the 2021 reform

How ownership changed in 2021

Tax and the exemption

How a Holding Company Is Taxed

A mainland holding company sits under the 9% corporate tax, but its main income, qualifying dividends and capital gains, is exempt under the participation exemption.

Authority	What they do	When you meet them	Key output
Exemption	Set by Article 23 of Federal Decree-Law No. 47 of 2022.	On the annual return	Participation exemption
5% test	Plus other conditions on holding period and subject-to-tax.	When you claim the exemption	Qualifying interest
9% rate	The standard rate applies to income outside the exemption.	On non-qualifying profit	Standard corporate tax
Must register	You claim the exemption on the return, having registered first.	After setup	FTA registration (TRN)

ExemptionQualifying dividends and capital gains are exempt from the 9% tax.You meet them:On the annual return
5% testGenerally applies where the parent holds a 5% or greater participating interest.You meet them:When you claim the exemption
9% rateNon-qualifying profit above AED 375,000 is taxed at 9%.You meet them:On non-qualifying profit
Must registerRegistration and filing are mandatory even if the exemption means no tax due.You meet them:After setup

Who uses it

What a mainland holding company is used for

A holding company is a tool for owning and protecting a group. These are the structures owners set one up for.

Group holding structure
One parent over many companies
ScenarioYou own several companies and want one owner above them.
Why it fitsConsolidates ownership and simplifies group control.
Risk noteEach subsidiary keeps its own license and compliance.
Property holding
Own Dubai real estate under one parent
ScenarioYou hold UAE property and want it under a company.
Why it fitsA mainland parent can hold Dubai property directly.
Risk noteSome areas and property types carry their own rules.
IP holding
Centralise trademarks and patents
ScenarioYou want IP owned centrally and licensed to the group.
Why it fitsKeeps IP separate from trading risk.
Risk noteLicensing terms between parent and subsidiaries matter for tax.
Investment holding
Hold shares and stakes
ScenarioYou hold equity stakes in other businesses.
Why it fitsQualifying dividends and gains fall under the exemption.
Risk noteThe 5% participation test and conditions must be met.
Family and succession
Structure ownership across a family
ScenarioYou want a clean ownership and succession structure.
Why it fitsOne parent makes transfers and governance simpler.
Risk noteShareholder agreements and UBO rules still apply.

Cost

What a holding company costs at each stage

No visas at setup

License only

DET holding license, Memorandum of Association, and registration.

DET holding license

Memorandum of Association

Registration

Common starting point

License, office, one visa

Adds an Ejari-registered office and one investor visa.

Ejari office

One investor visa

Owner-managed setup

Multi-company groups

Group structuring

Adds multi-subsidiary structuring, corporate tax registration, and UBO setup.

Multi-subsidiary structuring

Corporate tax registration

UBO setup

Want a costed holding-company quote?

See mainland formation costs

The process

How to set up a mainland holding company

Six stages from decision to a registered parent. A standard holding company completes in about one to two weeks with documents ready.

Critical stage
Confirm the structure
Map what the parent will hold and where its subsidiaries sit, so the license and tax setup fit the group.
Reserve the trade name
Secure a compliant holding-company name with DET.
Initial approval
DET clears the holding activity and the ownership structure.
MOA and office
Notarise the Memorandum and register an Ejari tenancy for the parent.
License issuance
DET issues the holding license. Fewer external approvals means this moves quickly.
Critical stage
Tax, UBO, and bank
Register for corporate tax, set up the UBO register, and open the corporate account.

Banking

Opening an account for a holding company

Banks scrutinise holding companies more closely, because the structure sits above a group and the source of funds spans several entities. A clear group chart and clean source-of-funds evidence are what move the file.

Prepare the group chart

A clear diagram of the parent, its subsidiaries, and the ultimate owners.

Evidence source of funds

Where the capital and the subsidiaries' funds come from, documented across the group.

Manage to approval

We match the group to a bank comfortable with holding structures and manage the KYC through.

Banks DMCS works with on group structures

A holding company clears review on a clear group chart and clean source of funds.

Ongoing compliance

What keeps a holding company compliant

Why DMCS

Why structure your holding company with DMCS

A holding company is simple to license but complex on tax. We set up the parent entity, handle tax registration, and manage UBO filing.

Where holding structures go wrong

We structure for the exemption, not just the license

The participation exemption depends on how the group is structured and how the parent holds each subsidiary. We set it up so the tests are met.

We structure for the participation exemption

The 0% on qualifying dividends and gains depends on meeting the Article 23 tests. We structure the group so it qualifies, not so it merely licenses.

Group, tax, and UBO in one place

The parent, corporate tax registration, and the UBO register are set up together, so the whole structure is compliant from day one.

Honest on mainland vs free zone

If your group holds no Dubai property and never touches the local market, we will tell you a free zone holding company is cheaper. The right structure over the wrong one.

Talk to our structuring team

Real results from our clients

What our clients say about working with us

Real Google reviews from founders we have set up and kept compliant on the Dubai mainland.

DMCS.

Dubai Mainland Company Setup, by the team behind Riz & Mona

163+ Google reviews

Write a review

Abdul Sami3 months ago

Thank you to the team for supporting us with our company setup. Our case was not straightforward, especially the bank account opening, but they stayed committed and got it done.

Paolo Chua8 months ago

I had a great experience opening a corporate bank account. The process was smooth and efficient. The staff were friendly, professional, and explained everything clearly.

Amy Elliott Dunne4 months ago

The accounting and bookkeeping service has been exceptional. Attention to detail is impressive, and communication is always clear. Tasks are handled promptly.

Rashed Al Falasi5 months ago

They confirmed our activity grouping before filing and flagged an issue the bank would have raised. Licensed in under two weeks with no surprises on the invoice.

Marwa Khalil2 months ago

We came for a mainland LLC and stayed for renewals and PRO work. The same team answers the phone after the license is issued, which is rare here.

FAQ

Frequently asked questions

Yes. The 2021 amendments to the Commercial Companies Law removed the 51% Emirati ownership rule for most activities, including holding structures. A foreign investor can own a mainland holding company outright, with no local sponsor or nominee. A short list of strategic activities is the only exception.

Yes. A mainland holding company can hold shares in free zone companies, other mainland companies, and foreign entities. The parent's own license does not restrict where its subsidiaries are based, so a single mainland parent can sit above a mixed group of mainland, free zone, and overseas companies.

A mainland holding company sits under the 9% corporate tax, but qualifying dividends and capital gains are exempt under the participation exemption. In practice, a pure holding company whose income is qualifying dividends and gains often has little or no taxable profit, though it must still register and file.

It is the rule, set by Article 23 of Federal Decree-Law No. 47 of 2022, that exempts qualifying dividends and capital gains from the 9% corporate tax. It generally applies where the parent holds a 5% or greater participating interest and other conditions are met. It is what makes a UAE holding structure tax-efficient.

Yes, and this is a reason to choose mainland over a free zone holding company. A mainland parent can hold Dubai property directly, including in areas where free zone entities face restrictions. If your group holds UAE real estate, a mainland holding structure is usually the cleaner route.

No. A holding company holds assets, shares, property, and intellectual property; it does not trade or sell goods and services itself. That activity belongs to its operating subsidiaries. If you need to trade, you set up an operating company under the holding parent, not through the holding company itself.

A holding company owns assets and shares in other companies but does not trade. An operating company runs the actual business: it sells, invoices, and employs staff. A common structure places a holding company at the top as the owner, with operating subsidiaries beneath it doing the trading.

It depends on what the group touches. If your group holds Dubai property or its subsidiaries trade in the local UAE market, a mainland holding company is usually the right answer. If it is a purely international structure holding foreign assets, a free zone holding company is often simpler and cheaper to run.

A standard mainland holding company takes about one to two weeks once documents are ready. Holding activity needs fewer external approvals than most trading licenses, so it usually moves faster. Group structuring with several subsidiaries and UBO setup adds time, as does any foreign document attestation.

Yes. Registration with the Federal Tax Authority is mandatory for a mainland holding company even if the participation exemption means it owes little or nothing. You register, file the annual return, and claim the exemption on the return. Skipping registration brings penalties regardless of the tax due.

The Ultimate Beneficial Owner register records the individuals who ultimately own or control the company, generally those holding 25% or more. It must be kept accurate and updated whenever ownership or control changes. For a holding company above a group, keeping it current is a core obligation.

Shareholder passports and photos, the proposed trade name and holding activity, the Memorandum of Association, and an Ejari tenancy. Corporate shareholders add attested incorporation documents and a board resolution. We give you the exact list for your structure so nothing holds up the file.

Structure your group the right way.

Tell us what your group owns and where its subsidiaries trade, and we return a holding-company structure, a costed quote, and the tax and UBO setup it needs. No obligation.

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