Businesses and families operating across India, the UAE and the wider GCC commonly hold their shares, intellectual property, real estate and operating companies through a holding or investment structure – for governance, for succession, and to make cross-border investment work cleanly. The UAE’s common-law financial free zones, the Abu Dhabi Global Market (ADGM) and the Dubai International Financial Centre (DIFC), offer purpose-built vehicles for this; India’s GIFT City offers a route through its International Financial Services Centre (IFSC).
ATB Legal advises on cross-border holding and investment structures across the India–UAE corridor – which vehicle fits the objective, how the pieces fit together, and how to keep the structure compliant with substance, tax and regulatory requirements rather than building a structure that becomes a liability. With offices in both India and the UAE, the corridor is covered in one relationship.
This page covers the structuring of the vehicles. The commercial agreements that sit on top of them are on our Commercial Contracts page; family holding through foundations and trusts intersects with our Family Wealth & Foundations practice.
1. Why structure cross-border
A well-chosen holding structure does several things at once: it consolidates ownership of operating companies, IP and real estate under one roof; it provides a governance layer for investors and family members; it prepares the ground for succession; and it can make inbound and outbound investment more efficient. The wrong structure – or one that ignores substance and tax – does the opposite, creating cost, friction and risk.
For groups and families connected to both India and the UAE, the question is rarely “onshore or offshore” alone; it is which combination of a UAE holding vehicle, an ADGM or DIFC entity, and (where relevant) a GIFT City entity best fits the commercial objective. ATB Legal starts from that objective and works back to the structure, rather than applying a single default.
2. ADGM – SPVs, holding companies and foundations
The Abu Dhabi Global Market is an English-common-law financial free zone widely used for holding and investment. Its Special Purpose Vehicles (SPVs) are efficient, lower-cost vehicles for holding shares, real estate, IP and financing arrangements – subject to ADGM’s nexus and eligibility requirements, the asset class, the registry rules and any lender or regulator consents. Its holding companies and its foundations (under the ADGM Foundations Regulations 2017) are used for group holding and for family and succession structures.
ADGM’s common-law framework, its registry and its court system make it a familiar environment for international investors. ATB Legal advises on ADGM incorporation, on SPV and holding-company structures, and on ADGM foundations – including how they interlock with operating entities and with personal estate planning.
3. DIFC – holding companies, Prescribed Companies and foundations
The Dubai International Financial Centre is the other principal common-law free zone for structuring. It offers holding companies, Prescribed Companies (holding and special-purpose vehicles under the DIFC Prescribed Company Regulations 2024, where the eligibility criteria are met), and foundations (under the DIFC Foundations Law, DIFC Law No. 3 of 2018) – each suited to different holding, investment and family-wealth objectives.
The choice between DIFC and ADGM turns on the specific use case, the registry and cost profile, the regulatory touchpoints and the wider group footprint. ATB Legal advises on DIFC vehicles and on the DIFC-versus-ADGM decision, and structures the chosen vehicle to do its job within the group.
4. GIFT City (IFSC) – India’s International Financial Services Centre
GIFT City – Gujarat International Finance Tec-City – hosts India’s International Financial Services Centre, regulated by the International Financial Services Centres Authority (IFSCA). It is relevant for regulated financial-services activity, investment and family investment funds, finance and holding entities, banking units, and aircraft and ship leasing, and is increasingly used as a gateway for foreign investment into India and for Indian outbound investment.
For families and businesses connected to both jurisdictions, a GIFT City structure may complement a UAE holding route, and in specific regulated fund, leasing or financial cases may provide an alternative – but it is not a generic substitute for an ADGM, DIFC or UAE holding company. The answer depends on the assets, the investors, the regulatory perimeter, the tax position and the India-side FEMA / ODI / FDI treatment. A dedicated GIFT City page sets out the IFSC framework in detail and is cross-linked here once published.
5. The India–UAE corridor – CEPA, the treaty and the routes
Structuring across the corridor sits against the India–UAE Comprehensive Economic Partnership Agreement (CEPA, in force since May 2022) and the India–UAE double-tax treaty. CEPA is central to trade in goods and services and to corridor market access; for holding and investment returns, the core analysis is usually the double-tax treaty, FEMA and the ODI / FDI rules, UAE corporate tax and free-zone qualifying-income conditions, and anti-abuse and substance requirements (including India’s GAAR and treaty limitation-of-benefits). The practical question is which route – a UAE holding company, an ADGM or DIFC vehicle, a GIFT City entity, or a combination – achieves the commercial objective while standing up to substance and treaty-abuse scrutiny.
ATB Legal advises on these routes with India and UAE input in one relationship, so the structure is sound on both sides of the corridor rather than optimised for one and problematic for the other.
6. Foundations, trusts and family holding
For families, the holding structure is also a succession and governance instrument. ADGM and DIFC foundations, and trusts, are used to hold operating-company shares, real estate and investments with a governance framework and a succession plan built in – subject to the asset-transfer rules, property-registry requirements, lender consents, AML and source-of-funds review and tax advice. Used well, they keep ownership stable across generations and insulate it from the disruption an unplanned succession can cause.
This work intersects directly with our Family Wealth & Foundations practice on the personal-status side; ATB Legal coordinates the corporate holding structure with the family’s Wills and estate plan so the two are aligned rather than working against each other.
7. Substance, tax and regulatory considerations
A cross-border structure only holds up if it satisfies the current substance, tax and regulatory requirements that apply on both sides. In the UAE that now means Corporate Tax (Federal Decree-Law No. 47 of 2022), transfer-pricing documentation, Qualifying-Free-Zone-Person conditions where a free-zone regime is relied on, beneficial-ownership filings, AML/KYC and genuine governance and substance. Historic Economic Substance Regulations filings may still matter for earlier financial years, but ESR is no longer a current reporting regime for periods after 31 December 2022. Internationally, the OECD BEPS framework and Pillar Two may be relevant for large multinational groups; on the India side the analysis includes FEMA, ODI/FDI, GAAR and treaty anti-abuse, and any sector-specific approvals.
ATB Legal builds these requirements into the structure from the outset – designing for genuine substance and governance rather than form – and provides the legal structuring and the legal-tax analysis (the corporate-tax framework, qualifying income, treaty eligibility and anti-abuse), coordinating the detailed quantitative tax position with the client’s tax advisers so the legal structure and the tax position are consistent.
8. Our process
A typical engagement runs in five steps: an assessment of the objective, the assets and the jurisdictions involved; a recommendation on the structure – UAE holding, ADGM or DIFC vehicle, GIFT City entity, or a combination – with substance and governance in view; incorporation and documentation of the chosen vehicles; setting up the substance, governance and inter-company arrangements; and ongoing support as the group and the family evolve. The corridor is coordinated across our India and UAE teams, and tax input is integrated with the client’s advisers.
Frequently asked questions
Why hold a structure across the India–UAE corridor?
A holding vehicle can consolidate ownership, provide a governance and succession layer, and make cross-border investment cleaner – particularly across the India–UAE corridor. The right choice depends on the objective and on substance and tax considerations, which are assessed at the outset and coordinated with tax advisers.
What is an ADGM Special Purpose Vehicle?
An ADGM SPV is an efficient, lower-cost company in the Abu Dhabi Global Market used to hold shares, real estate, IP or financing arrangements, within ADGM’s English-common-law framework and registry – subject to ADGM’s nexus and eligibility requirements, the asset class and any lender or regulator consents.
What is a DIFC Prescribed Company?
A DIFC Prescribed Company is a holding or special-purpose vehicle in the Dubai International Financial Centre, available under the Prescribed Company Regulations 2024 where the eligibility criteria are met, used for holding and investment where a full operating presence is not required.
What is GIFT City, and when is it used?
GIFT City hosts India’s International Financial Services Centre (IFSC), regulated by the IFSCA. It is used for regulated financial-services activity, investment and family funds, finance and holding entities, banking units and leasing. For corridor families and businesses it can complement a UAE holding route, and in specific regulated cases may provide an alternative – but it is not a generic substitute for a UAE, ADGM or DIFC holding company.
ADGM or DIFC – which holding vehicle is better?
Both are common-law financial free zones offering holding companies, SPV-type vehicles and foundations. The choice turns on the specific use case, the cost and registry profile, the regulatory touchpoints and the wider group footprint, rather than a default to one.
Can a UAE company hold shares in an Indian company?
Yes, subject to India’s FDI policy and the FEMA Non-Debt Instruments Rules – the entry route (automatic or government), sectoral caps and conditions, pricing and RBI reporting all apply, and the holding vehicle’s own rules apply on the UAE side. The structure should be checked against both sides before it is put in place.
How do CEPA and the India–UAE treaty affect a structure?
CEPA (in force since May 2022) is central to trade in goods and services across the corridor. For holding and investment returns, the double-tax treaty, FEMA/ODI/FDI, UAE corporate tax and free-zone rules, and anti-abuse and substance requirements do most of the work. The structure should achieve the commercial objective while standing up to substance and treaty-abuse scrutiny.
Can an ADGM or DIFC foundation hold family business shares and property?
Yes. ADGM and DIFC foundations (and trusts) can hold operating-company shares, real estate and investments with governance and succession built in – subject to the asset-transfer rules, property-registry requirements, lender consents, AML and source-of-funds review and tax advice. The foundation is coordinated with the family’s Wills and estate plan.
Do the UAE Economic Substance Regulations still apply?
Not for financial years after 31 December 2022 – ESR reporting was cancelled for those periods. Earlier-period filings may still matter, but current structuring focuses on substance under the Corporate Tax and Qualifying-Free-Zone-Person rules, transfer pricing, beneficial ownership and genuine governance.
How does UAE Corporate Tax affect a holding structure?
The Corporate Tax regime (Federal Decree-Law No. 47 of 2022) is part of the picture, alongside the international BEPS / Pillar Two framework for large groups. A structure should be designed with the tax position in view; ATB Legal provides the legal structuring and legal-tax analysis and coordinates the detailed tax position with the client’s advisers.
Representative experience
A family with operating businesses and real estate across India and the UAE consolidated ownership under an ADGM holding structure with a foundation layer, coordinated with the family’s Wills so that corporate holding and personal succession were aligned.
An investor group used a DIFC holding company with Prescribed Company sub-vehicles to hold a portfolio of regional investments, with the structure designed around substance and governance from the outset.
A corridor business evaluating an India entry route was advised on the trade-offs between a UAE holding company and a GIFT City entity, and on how each interacted with the India–UAE treaty framework, before settling on a combined structure.
Representative matters; details withheld for client confidentiality.