Structure beats location.
A company in the Emirates does not solve a German problem. Only the structure — substance, residency, intercompany terms — decides whether it holds.
A workable UAE structure needs three things: an operating company with real substance, clarified tax residency of the people involved and a clean treatment of the German departure under § 6 AStG. Exit Palm reviews the structure and brings in licensed partners for law and tax. As of 09/2026.
Corporate structuring means arranging operating companies, holdings and possibly a foundation so that ownership, control, substance and payment flows fit together and remain comprehensible in every country involved.
Updated: 01/09/2026
Four models we see regularly
| Model | Set-up | Suitable for | Watch out for |
|---|---|---|---|
| Single company | one free zone company, shares held privately | solo consultants, agencies, small teams | substance for QFZP still has to hold |
| Holding over an operating company | RAK ICC or free zone holding owns the operating entity | several business lines, later share sales | clarify distribution routes and treaty treatment first |
| Two countries, two companies | UAE operating, German GmbH retained | transition phases, German clients, running contracts | permanent establishment risk and transfer pricing |
| Foundation over a holding | foundation owns holding, holding owns operations | succession, family office, several beneficiaries | have attribution under § 15 AStG reviewed |
Which variant holds depends on client base, revenue and the residence of the people involved — not on the wish for 0 %.
What substance concretely means
Substance is not a word for opinions but a list of things that must actually exist.
People
At least one person performing the core activity and qualified to do so — with a contract, a visa and pay that matches the function.
Premises
An address where work happens. For small consultancies a dedicated desk can be enough; for trading with stock it is not.
Decisions
Contracts negotiated and signed here, resolutions passed and documented here. Minutes are not formalism, they are the evidence.
Expenditure
Operating costs in the UAE at a level matching the activity. A company with AED 2m profit and AED 12,000 of costs does not explain itself.
German exit taxation — the most expensive mistake
Anyone holding at least one percent in a corporation who gives up German residence triggers a deemed disposal under § 6 AStG: the appreciation is taxed although not a single euro has moved.
This includes GmbH shares set up years ago whose value has grown since. The tax arises on departure, not on sale.
There are structures and deferral options, but they only work beforehand. Anyone who asks after the move is negotiating about a tax claim that already exists.
That is why it is the first question we ask — and the first for which we bring in a German tax firm. We do not answer it ourselves.
Three misconceptions that get expensive
The 183-day misunderstanding
Spending fewer than 183 days in Germany does not end unlimited tax liability. Residence and habitual abode decide — an apartment available at any time is already enough.
The letterbox misunderstanding
A licence without people and without decisions taken locally carries neither QFZP status nor a review by the German tax authorities.
The permanent establishment misunderstanding
Running the UAE company de facto from Germany risks a place-of-management permanent establishment — and with it German tax on the profit.
The invoicing misunderstanding
Services between related companies need contracts and arm’s-length pricing. Without transfer pricing documentation, structuring quickly becomes profit shifting.
What happens in the structuring session
We record the actual state: companies, shareholdings, contracts, residences, revenue by country, open items in Germany.
From that we build a target picture with intermediate steps — including the order in which things must happen so nothing has to be unwound.
For every point touching law or tax we name the partner who answers it and what they need for that.
The result is a document your tax adviser can read without anyone translating. That is what the structuring session is for.
Frequently asked questions
What is German exit taxation under § 6 AStG?
On giving up German residence, a shareholding of at least one percent in a corporation is deemed sold. The appreciation is taxed although no sale took place. It must be settled before departure; afterwards it has already arisen.
Is spending fewer than 183 days in Germany enough?
No. Unlimited tax liability ends only when residence and habitual abode are genuinely given up. An apartment available at any time is enough to keep it alive.
Can I keep my German GmbH?
Yes, and often it makes sense. What matters are clean intercompany contracts, arm’s-length pricing and management that is not in fact exercised from the wrong country.
What is a place-of-management permanent establishment?
The place where a company’s day-to-day decisions are actually taken. If that is Germany, the UAE company can become taxable there — regardless of where the licence sits.
How much substance do I really need?
Enough that the activity is plausibly carried out locally: staff, premises, expenditure and documented decisions in proportion to profit. For QFZP status the FTA tests this annually.
Do I need a holding?
Not automatically. It becomes useful with several business lines, planned share sales or when profits are to be pooled and reinvested. For a single company it is often ballast.
Does Exit Palm advise on German tax?
No. We know the questions and the sequence and bring in licensed tax advisers and lawyers in Germany. They are the ones allowed to answer, not us.
When should structuring start?
Before departure and before incorporation. Almost everything can be shaped beforehand and almost nothing repaired afterwards.
Exit Palm does not provide legal or tax advice. For legal and tax questions we work with licensed partners in Germany and the UAE. All information without warranty, as of the date shown.
Would your structure survive a review?
We record the actual state, name the risks and bring in the partners allowed to answer them. 15 minutes, free of charge.