Layered ownership: how exit and pricing provisions interact across a holding company, a free zone and the DIFC

An established family rarely owns one company. Ownership tends to sit in a holding company above operating subsidiaries, sometimes with entities in a free zone or a financial free zone. Each layer carries its own transfer and pricing provisions and sits under different default rules. Where two layers hold different provisions, an exit at one layer raises the question of which document sets the price.

Federal Decree-Law No. 37 of 2022 allocates itself across layers.

• Article 3(1): it applies to a family company established in one of the forms in the Commercial Companies Law, including the one-person company, or under free zone legislation, where the holders of most of its shares decide to register it in the Register. Article 3(2): the public shareholding company and the general partnership are outside its scope.
• Article 3(3): it applies to family companies established in free zones to the extent that it does not conflict with that zone's laws on their organisation, incorporation or registration.
• Article 3(4): where an Emirate has local legislation regulating these companies, the Decree-Law applies only to aspects the local law does not regulate, and the Emirate may authorise companies registered within its competence to be registered in the Register.
• Article 26(1): subject to free zone legislation, the Commercial Companies Law and other applicable legislation govern any matter for which the Decree-Law has no special provision. Article 21: settlement of disputes of family companies registered in the financial free zones is subject to the legislation of those zones.

In the Dubai International Financial Centre, the Family Arrangements Regulations 2023 repeal and replace the Single Family Office Regulations of 2011. Regulation 1.2.3 provides that in so far as the Family Business Law refers to a local or concerned authority responsible in a free zone, or to a special register of a family business kept locally, the Registrar is the competent or concerned authority for the DIFC. Regulation 3.1 provides for entry in the Family Business Register on application, and Regulation 3.2 allows the Registrar to publish additional requirements for entry and the rights, obligations, benefits, concessions or incentives available, coordinating with the Ministry. They were made under the DIFC Companies Law No. 5 of 2018, the Foundations Law No. 3 of 2018, the partnership laws and the Operating Law No. 7 of 2018.

Where family assets in Dubai sit under a family property contract, Dubai Law No. 9 of 2020 covers shares and stocks in commercial and civil companies and the assets of sole proprietorships, excluding shares and stocks in public joint stock companies, and any other movable or immovable property. Article 6, as superseded by Dubai Law No. 21 of 2024, requires attestation by a Notary Public and registration in the designated register maintained by the Department of Economy and Tourism. Article 7 gives a contract meeting those requirements the same evidential value as official documents attested by Notaries Public. Article 8(a) caps the term at fifteen years, renewable unanimously for a further term of up to fifteen years. Article 11(c) provides that a partner entering the contract is deemed to accept the articles of association of the companies whose shares form part of the family property, which links the two layers directly.

Layered ownership also changes what an exit can mean. A holder who wants out of one division may not want out of the group. A 2019 paper jointly developed by PwC and the Family Business Council Gulf describes spin-offs and carve-outs as the restructuring route where shareholders wish to exit certain non-core divisions but not others, and notes that such cases vary in complexity and typically require longer preparation periods. It describes a holding or sub-holding company as the structure through which ownership and exit are handled centrally where there are several business streams.

Questions that arise where layers interact include which entity's shares are being transferred; whether pre-emption at one layer is triggered by a transfer at another; whether the valuation standard, date and appointing party are identical in every document; which forum has jurisdiction, given Articles 21 and 19(5)(b) of the Decree-Law on one side and the Tribunal's jurisdiction over family property contract disputes on the other; and at which layer the ownership thresholds in Articles 8(5) and 23(1) are measured.

Share classes carry across layers. Article 12 of the Decree-Law allows class B shares to carry profits without votes, so economic participation can move without moving control. Published analyses of Federal Decree-Law No. 20 of 2025 record a new Article 76(4) of the Commercial Companies Law extending multiple share classes to the limited liability company, and an amended Article 14 permitting drag along and tag along rights and provisions on a deceased shareholder's shares in the constitutional documents of a limited liability company or a private joint stock company.

Sources, all retrieved 11 August 2026. Federal Decree-Law No. 37 of 2022: https://www.moet.gov.ae/documents/20121/0/family+company+english+version+examined+and+correcetd.pdf Ministry of Economy and Tourism legislation index: https://www.moet.gov.ae/en/companies-legislations Galadari Law on the 2025 amendments: https://galadarilaw.com/news/federal-decree-law-20-2025-uae/ Gibson Dunn on the 2025 amendments: https://www.gibsondunn.com/recent-amendments-to-the-uae-commercial-companies-law/ DIFC Family Arrangements Regulations 2023: https://edge.sitecorecloud.io/dubaiintern0078-difcexperie96c5-production-3253/media/project/difcexperiences/difc/difcwebsite/documents/difc_docs/annex_a_-_family_arrangements_regulations.pdf?sc_lang=en Dubai Law No. 9 of 2020: https://dlp.dubai.gov.ae/Legislation%20Reference/2020/Law%20No.%20(9)%20of%202020%20Regulating%20Family%20Property%20in%20the%20Emirate%20of%20Dubai.pdf Dubai Law No. 21 of 2024: https://dlp.dubai.gov.ae/Legislation%20Reference/2024/Law%20No.%20(21)%20of%202024%20Amending%20Law%20No.%20(9)%20of%202020%20Regulating%20Family%20of%20Dubai.pdf PwC and Family Business Council Gulf, April 2019: https://fbc-gulf.org/mediafiles/articles/doc-1495-2019_05_16_07_05_53.pdf

This content is written with law firms as an educational reference on how these mechanisms appear in current law. It is not legal, tax or financial advice, no provision described here has been verified or endorsed by the programme, and a family takes its own advice on its own circumstances.