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Company Restructuring in the UAE: Group Reorganisations, Mergers and Tax-Neutral Transfers
Company restructuring changes how a business or group is owned or organised, such as adding a holding company, merging or splitting companies, or moving assets between group entities. UAE corporate tax offers qualifying group relief and business restructuring relief so that qualifying transfers can be tax-neutral, and a transfer of a going concern can be outside the scope of VAT. SGA World plans restructurings.
- Ministry of Economy and Tourism approved auditor
- 500+ clients
- Dubai & Abu Dhabi
Restructuring at a glance
- Typical moves
- Holding company, merger, demerger
- Corporate tax
- Group and restructuring relief
- VAT
- Transfer of a going concern
- Also
- Transfer pricing and valuations
- Outcome
- Simpler, tax-efficient structure
As UAE businesses grow, their structures often become untidy: several licences held personally, mainland and free zone companies doing overlapping work, or assets in the wrong entity. Restructuring fixes this, ahead of investment, a sale, succession planning or simply to manage corporate tax better.
SGA World plans and documents restructurings for UAE companies and groups, using the corporate tax reliefs that can make qualifying transfers tax-neutral, and making sure VAT, transfer pricing and accounting are handled correctly.
- Add a holding company above operating entities
- Holding
- Combine companies or businesses
- Merge
- Qualifying group and restructuring relief
- Tax-neutral
- Documented, auditable transactions
- Clean
At a glance
Company Restructuring: Key Points
- Why: investment, sale, succession, licence consolidation or tax efficiency.
- Group relief: transfers of assets and liabilities between companies with 75% or more common ownership can be tax-neutral, if conditions are met.
- Restructuring relief: transfers of a business in exchange for shares can be tax-neutral under business restructuring relief.
- Holding periods: both reliefs can be clawed back if the assets or shares are sold within two years.
- VAT: the transfer of a going concern can be outside the scope of VAT when conditions are met.
- Pricing: transactions between related parties must be at arm's length or covered by a relief.
What we do
What Kinds of Restructuring Do We Help With?
- Holding company insertion: putting a UAE or free zone holding company above operating companies.
- Licence consolidation: bringing businesses held under several licences or personal names into one company or group.
- Mergers and demergers: combining companies or splitting a business into separate entities.
- Branch to subsidiary: converting a branch into a separate company, or the reverse.
- Asset and IP transfers: moving property, intellectual property or contracts within a group.
- Shareholder changes: bringing in investors, buying out partners or preparing for succession.
- Liquidations: closing dormant companies cleanly after a restructuring.
Corporate tax
Which Corporate Tax Reliefs Apply to Restructurings?
| Relief | When it can apply | Key conditions |
|---|---|---|
| Qualifying group relief | Transfers of assets or liabilities between group companies | 75% or more common ownership; both resident; same financial year and accounting standards; not exempt or QFZP |
| Business restructuring relief | Transfer of a business or an independent part of it in exchange for shares | Done for valid commercial reasons; consideration in shares; election made |
| Participation exemption | Dividends and gains on qualifying shareholdings | Generally at least 5% held for 12 months, plus other conditions |
| Tax group | Resident companies with 95% or more common ownership filing as one taxable person | Same financial year and accounting standards; not exempt or QFZP |
Group and restructuring relief can be withdrawn if the assets or shares are transferred outside the group, or the companies leave the group, within two years.
How we work
How Does a Restructuring Project Work?
Step01
Understand
Map the current structure, owners, licences, assets and goals.
Step02
Design
Propose the target structure and the steps to get there.
Step03
Tax and value
Confirm reliefs, VAT, transfer pricing and any valuations needed.
Step04
Implement
Coordinate with licensing authorities, lawyers and banks.
Step05
Account and report
Record the transactions correctly and support the tax returns and audits.
Why SGA World
Why Choose SGA World for Company Restructuring Services?
Ministry-approved audit firm
SGA World is a Ministry of Economy and Tourism approved audit firm, so our reports are accepted where it matters.
Audit and tax in one team
Auditors, VAT, corporate tax and transfer pricing specialists work together, so nothing falls between advisers.
Qualified chartered accountants
A team of chartered accountants qualified in India and the UK, focused on UAE rules.
500+ clients
Mainland and free zone companies, from start-ups and SMEs to regional groups.
Listed with major UAE banks
Our audit work is recognised by major UAE banks for facilities and account reviews.
VAT and pricing
How Do VAT and Transfer Pricing Affect a Restructuring?
VAT. When a whole business, or an independent part of it, is transferred to another taxable person to continue the same activity, it can be treated as a transfer of a going concern, outside the scope of VAT. Otherwise, transfers of assets between companies may be subject to VAT at 5%, unless both companies are in the same VAT group.
Transfer pricing. Transfers between related parties that are not covered by a relief must be priced at arm's length, and may need a valuation. Related-party transactions also have to be disclosed with the corporate tax return.
See our transfer pricing services and corporate tax services.
Worked example
Example: Inserting a Holding Company Above Three Businesses
A founder owns three UAE companies personally: a mainland trading company, a free zone logistics company and a property-holding company.
1. A UAE holding company is set up, owned by the founder. 2. The founder transfers the three shareholdings to the holding company in exchange for new shares. 3. Dividends from the subsidiaries to the holding company can be exempt under the participation exemption. 4. Future transfers between the companies may use qualifying group relief, with the two-year clawback in mind. 5. Licences, bank mandates, UBO registers and VAT registrations are updated.
The group is easier to finance, sell or pass on, and intercompany tax is clearer.
What to prepare
What Do We Need to Plan a Restructuring?
Current structure
Ownership chart, licences and constitutional documents.
Financials
Latest financial statements and trial balances.
Assets
Property, IP and key contracts to be moved.
Tax
Corporate tax and VAT registrations and returns.
Goals
Investment, sale, succession or other objectives and timing.
Finance
Bank facilities and lender consents needed.
Fees and timing
What Affects the Cost of a Restructuring?
Fees depend on the number of entities and steps, cross-border elements, the need for valuations, licensing changes and how much implementation and accounting support you need. Legal and authority fees are separate. We agree a fixed fee for the design phase.
Restructuring desk
Restructure Your Business Without Unexpected Tax
Tell us how your business is owned today and what you want to achieve. We will propose a structure and a step plan.
We handle
- Structure design
- Corporate tax relief analysis
- VAT and transfer pricing
- Valuations
- Accounting and audit support
Location: Dubai & Abu Dhabi
Talk to Our Team
Our offices in Business Bay, Dubai and Al Bateen, Abu Dhabi support clients across the UAE.
Dubai
Office 1923, The Exchange Tower, Business Bay, Dubai
Abu Dhabi
Khalidiya Towers M-B6, W10, Al Bateen, Al Khalidiyah, Abu Dhabi
Talk to an auditor
Tell us your company type, jurisdiction and deadline. We will confirm the scope, timeline and fee.
- WhatsApp us+971 50 627 3556
- Call us+971 4 570 1795
- Email us[email protected]
- Book an appointmentChoose a time that suits you
Prefer a form? Send us a detailed enquiry.
Who prepared this page
Written and reviewed by SGA World's audit and tax team
This guide is prepared by chartered accountants at SGA World Auditing Accounting L.L.C S.P.C in Business Bay, Dubai, a Ministry of Economy and Tourism approved audit firm, and checked against Federal Tax Authority legislation and guidance. It is reviewed whenever the rules change.
- Last reviewed 14 October 2026
- Chartered accountants from India and the UK
- FTA representation through Saif Chartered Accountants
Have a question about your company?
Tell us your activity, jurisdiction and deadline. A chartered accountant will reply.
Ask an expertFrequently asked questions
Company Restructuring – FAQs
Short answers to the questions UAE businesses ask us most. Still unsure?
Talk to our team01.Can a restructuring be tax-free in the UAE?
Qualifying transfers can be tax-neutral for corporate tax under qualifying group relief or business restructuring relief, if all the conditions are met. VAT may also not apply to the transfer of a going concern.
02.What is qualifying group relief?
A corporate tax relief that allows assets and liabilities to be transferred between resident companies with at least 75% common ownership without a gain or loss, subject to conditions and a two-year clawback.
03.What is business restructuring relief?
A relief for transferring a whole business, or an independent part of it, in exchange for shares, so that no gain or loss arises at the time of transfer, subject to conditions.
04.Do I need a valuation for a restructuring?
Often, yes. Transfers not covered by a relief must be at arm's length, and banks, investors or authorities may ask for a valuation.
05.Can you consolidate businesses held under different licences?
Yes. We plan the steps to bring them into one company or group, including licensing, tax, VAT and accounting.
06.How long does a restructuring take?
Simple share transfers can take a few weeks; multi-entity group reorganisations often take two to four months.
07.Do we need bank consent?
Often, yes. Facility agreements usually require lender consent for changes of ownership or asset transfers.
08.Does a restructuring need a valuation?
Usually, for transfers outside the reliefs or where authorities, banks or minority shareholders need a value.
09.Can a mainland and free zone company be combined?
They can sit under one holding company, but merging them into one entity depends on licensing rules and tax effects.
10.What is the two-year clawback?
If assets or shares transferred under group or restructuring relief leave the group within two years, the relief can be withdrawn.
References:Federal Tax Authority · UAE Ministry of Finance · Ministry of Economy and Tourism — reviewed 14 October 2026
