Holding Company Business under ESR in UAE

Holding Company Business under Economic Substance Regulation in UAE

Holding Company: shall have the meaning as set out in the law governing such activity in the State.

Definition of Holding Company Business:

a business that is:

(a)  a Holding Company in accordance with the law applicable to the Licensee carrying out such activity in the State.

(b)  has as its primary function the acquisition and holding of shares or equitable interests in other companies.

(c)  does not carry on any other commercial activity.

Detailed Activities of Holding Company Business:

in respect of Holding Company Business, all activities related to that business; and in respect of Holding Company Business that derives income from other sources other than dividends and capital gains from its equity interest, the state Core Income-Generating Activities shall be those activities associated with the income generated.

Additional Information related to Holding Company Business:

What is a Holding Company Business?

A UAE entity is considered engaged in a Holding Company Business if it:

• Only holds equity interest(s) in juridical person(s); and
• Only earns dividend and capital gains from its equity interest(s) A UAE entity that holds other assets or earns other forms of income will not be considered a Holding Company Business. Where the holding of such other assets or the performance of other commercial activities constitute a different “Relevant Activity” (e.g. a Lease-Finance Business), the UAE entity would be subject to the Regulations in respect of that other Relevant Activity.

 Are investment funds subject to the Regulations as a Holding Company Business?

No, an investment fund is not considered a Holding Company Business.

 Does a Holding Company Business need to demonstrate economic substance?

Yes, however a Holding Company Business is subject to reduced substance requirements as follows:

• Comply with existing reporting / compliance requirements under the regulations applicable to the Licensee; and
• Have adequate employees and physical assets (e.g. premises) A Holding Company Business is not required:
• to be “directed and managed” in the UAE (unless otherwise provided for under the rules and regulations of any Regulatory Authority’s); or
• To have / demonstrate adequate expenditure in the UAE

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