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Preparing and filing financial statements and tax returns of and conducting an audit for a United Arab Emirates (UAE) company. Service offer

The current legislation requires all UAE companies to keep proper accounting records and retain them in the manner and for a period established by law, it also requires many companies to annually submit audited financial statements to the UAE government authorities. We are happy to assist with both keeping and retaining the accounting records of a company, and with preparing and submitting financial statements, as well as conducting an audit, including liaising with the relevant government authorities.

As many UAE companies are required to regularly file financial statements and pay taxes (such as VAT), we recommend, before registering a UAE company, seeking advice from lawyers, accountants (including specialists of the non-resident audit department) and tax experts for assessing the tax burden of the company and discussing its subsequent administration (which advice we are ready to arrange upon request). We also recommend obtaining prior advice from these specialists in the case of subsequent changes in the company’s operations or before making any major transactions.

Budget for preparing and filing financial statements of a UAE company

Services
Fees (USD)
Keeping the company’s accounting records
Maintaining a systematic archive of company documents and providing them to the client upon request
200 / hour
Preparing and filing dormant financial statements
2 200
Preparing and filing non-dormant financial statements
100 – 400 / hour
(based on time spent)
Advising on legal, tax and accounting matters
230 – 400 / hour

Preparation of financial statements for a UAE company

Every UAE company, regardless of its type and legal form, must keep accounting records sufficient to confirm its financial position and reflecting up-to-date information about the assets and liabilities of the company. Such records and underlying documents must be available for inspection at all times.

Accounting records must be retained for at least 5 years after the company’s financial year-end. Non-compliance with accounting records retention period may make a company liable to a fine from AED 20 000 to AED 100 000, and failure to keep and, consequently, retain accounting records – to a fine from AED 50 000 to AED 500 000. The regulations of free zones may set fines of a different size for similar non-compliances.

For UAE free-zone companies, the accounting records retention period can be more than 5 years, depending on the specific free zone. This rule applies not only to the so-called onshore companies, but also to offshore companies registered in free zones. For example, in accordance with the Regulations[1], an offshore company registered in Ajman Free Zone is not required to file financial statements with any UAE government authorities, but must retain for 10 years such documentation regarding the company’s business operations that allows the directors to determine its financial position (in addition, the directors of such a company have a duty to annually prepare and provide financial statements to the shareholders). Or, for example, every Abu Dhabi Global Market company is required to retain accounting records for 10 years from the date of their making.

The law may also increase the retention period for accounting records and documentation of companies engaged in certain types of activities, such as companies operating in the real estate market.

Financial statements and audit

Mainland companies and most onshore free-zone companies must prepare financial statements and conduct an audit on an annual basis. There are free zones in which companies are required to prepare financial statements annually, but are not required to conduct an audit or submit audited financial statements to any government authorities (such as Sharjah Media City).

The requirement to audit financial statements does not generally apply to offshore companies (although there are exceptions[2]). However, they (like all UAE companies) have a duty to keep and retain accounting records. In addition, directors are required to annually prepare and circulate financial statements to the company’s shareholders.

Therefore, with offshore companies, we recommend that clients prepare the so-called management accounts. We also offer our clients the service of keeping the company’s accounting records for the purpose of complying with the UAE legislation.

Speaking of the requirement to audit financial statements of an onshore company registered in one of the many UAE free zones, the information is given (in a simplified form) in the table[3] below:

Emirate
Free Zone
Audit requirement
Abu Dhabi
Abu Dhabi Global Market (ADGM)
Audit is mandatory, but companies that simultaneously meet the following conditions are exempt from audit:
- turnover – not more than USD 13.5 million;
- number of employees – not more than 35.
Abu Dhabi
Khalifa Industrial Zone Abu Dhabi (KIZAD)
Audit is mandatory.
Abu Dhabi
Media free zone twofour54 Abu Dhabi (twofour54)
Audit is mandatory.
Ajman
Ajman Free Zone (AFZA)
No audit requirement.
Dubai
International Free Zone Authority (IFZA)
No audit requirement.
Dubai
Jebel Ali Free Zone (JAFZA)
Audit is mandatory.
Dubai
Dubai Internet City (DIC)
Audit is mandatory.
Dubai
Dubai Multi Commodities Centre (DMCC)
Audit is mandatory.
Dubai
Dubai Science Park (DSP)
Audit is mandatory.
Dubai
Dubai South (formerly Dubai World Central / DWC)
Audit is mandatory.
Dubai
Meydan Free Zone (MFZ)
Audit is mandatory.
Sharjah
Hamriyah Free Zone (HFZA)
Audit is mandatory, but audit exemptions are available for certain types of licences.
Sharjah
Sharjah International Airport Free Zone (SAIF)
Audit is mandatory.
Sharjah
Sharjah Media City (SMC / SHAMS)
No audit requirement.
Umm Al Quwain
Umm Al Quwain Free Trade Zone (UAQFTZ)
Audit is mandatory.
Ras Al Khaimah
Ras Al Khaimah Economic Zone (RAKEZ)
Audit is mandatory.
Fujairah
Fujairah Creative City (FCC)
No audit requirement.
Fujairah
Fujairah Free Zone (FFZ)
No audit requirement.

Abu Dhabi

Media free zone twofour54 Abu Dhabi (twofour54)

Audit is mandatory.

However, even companies that are exempt from mandatory audit under the UAE legislation may still need to audit their financial statements if they are requested to do so by a bank or a counterparty (for example, when entering into a major transaction), and in order to comply with foreign legislation.

The company’s first accounting period begins on the date of incorporation and usually lasts from 6 to 18 months. Every subsequent accounting period lasts exactly 12 months from the end-date of the previous period.

This rule may be phrased slightly differently in some free zones, but its meaning remains the same. For example, the accounting period of a Ras Al Khaimah Free Zone (RAKEZ) company ends on 31 December each year. The end-date of the first accounting period depends on the company’s date of incorporation: if the company is registered in the first half of the year, the first accounting period of the company ends on 31 December of the same year; if the company is registered in the second half of the year, the first accounting period ends on 31 December of the year following the year of incorporation.

As for the deadline for preparing and submitting financial statements, it will depend on the type of the company (offshore / onshore / mainland) and the emirate / free zone in which it is registered. The deadline can be 3 to 9 months from the accounting period end.

For example, directors of a Dubai mainland company are required to prepare the company’s financial statements, including the auditor’s report, and present them at the annual general meeting within 3 months after the end of the financial year.

The similar deadline applies in such free zones as Dubai Multi Commodities Centre (DMCC, Dubai), Jebel Ali (JAFZA, Dubai) and Hamriyah (HFZA, Sharjah):

DMCC: at each reporting date, company directors must prepare financial statements of the company, including the auditor’s report, and present them at the annual general meeting within 3 months of the financial year-end.

JAFZA: at each reporting date, company directors must prepare financial statements of the company, including the auditor’s report; a copy of the signed financial statements accompanied by the auditor’s report must be submitted to the Free Zone Authority within 90 days of the company’s financial year-end (i.e. within 3 months);

HFZA: a company has 3 months from the end of the accounting period to prepare and submit audited financial statements to the government authorities.

Some free zones set this deadline at 4 months, such as Dubai South (DWC, Dubai) and Umm Al Quwain (UAQ):

DWC: a copy of the signed financial statements accompanied by the auditor’s report must be submitted to the Free Zone Authority within 30 days of approval and signing; financial statements must be approved by the Board of Directors and signed by at least one director within 3 months of the financial year-end; thus, a company has not more than 4 months from the end of the period to prepare and submit its audited financial statements;

UAQ: at each reporting date, company directors must prepare the company’s financial statements, including the auditor’s report, and present them to the shareholders at the annual general meeting within 4 months of the financial year-end (however, there is no requirement to submit financial statements to any authorities).

There are also free zones which give 6 months to prepare and submit financial statements, such as Khalifa Industrial Zone Abu Dhabi (KIZAD, Abu Dhabi), Dubai Internet City (DIC, Dubai) and Ras Al Khaimah Economic Zone (RAKEZ):

KIZAD and DIC: at each reporting date, company directors must prepare the company’s financial statements, including the auditor’s report, and present them at the annual general meeting within 6 months of the financial year-end; within 7 days after the annual general meeting, the company must submit copies of the financial statements and the auditor’s report to the Free Zone Authority;

RAKEZ: a company has 6 months from the end of the period to prepare and submit audited financial statements to the government authorities.

And, finally, there is an example of a free zone with a submission deadline of 9 months after the end of the accounting period – Abu Dhabi Global Market (ADGM, Abu Dhabi).

Some free zones require audited financial statements to be submitted to the Free Zone Authority when renewing the business licence (for example, Sharjah International Airport Free Zone). Submission of financial statements for licence renewal is also necessary for mainland companies.

Late filing of financial statements is subject to penalties. However, one of the most significant risks of not submitting financial statements on time to the Free Zone Authority is the refusal to renew / suspension of the company’s business licence.

The fees for preparing financial statements and conducting an audit of the company are charged based on the time spent at hourly rates ranging from USD 100 to USD 400 (depending on the type of work and qualification of a specialist involved), but are not less than USD 2 200 (the fee for audited financial statements with a minimum number of transactions).

To put together a set of documents for preparing the financial statements for every period ended, we ask clients to provide information on the company’s activities in the relevant accounting period:

  1. statements of accounts at banks and EMIs (in electronic form, if available);
  2. contracts and agreements made in the accounting period;
  3. previously made contracts and agreements which continue in the accounting period in question (for example, loan agreements);
  4. documents confirming that the company has assets on its books, for example:
    1. purchase agreements for shares / interests in subsidiaries and associated entities, constitutive documents and copies of financial statements for the relevant period – in the case of equity investments,
    2. broker statements – in the case of investments in securities,
    3. documents regarding intellectual property, etc.;
  5. other underlying documentation related to the activity during this period / disclosing the business of the company in the accounting period (invoices, statements of work performed, way bills, etc.).

It is enough to provide copies of the above documents.

Companies that have subsidiaries (more than 50%-owned) are required to prepare consolidated financial statements for the group.

Tax returns and taxation

Companies registered in UAE free zones are exempt from capital gains tax, property tax and other taxes, except corporate tax and VAT.

VAT

From 1 January 2018, the UAE introduced a value added tax.

VAT as a general consumption tax applies to all transactions with goods and services, unless such transaction is exempted or taxed at 0% rate.

The standard VAT rate in the UAE is 5%.

There is no obligation to register for VAT unless the sales turnover within the country exceeds the registration threshold, which is AED 375 000 (~ USD 100 000) in the UAE.

Registration for VAT is required in the following cases:

there is reason to believe that the taxable turnover in the next 30 days will exceed the registration threshold (for example, a contract has been made);

at the end of the month, the taxable turnover for the previous 12 months actually exceeded the registration threshold;

the company receives services to be included in the return using the reverse charge method, in excess of the registration threshold.

It is possible to initiate a voluntary registration after exceeding the threshold of taxable transactions in the amount of AED 187 500 (~ USD 50 000).

Registration with the UAE Federal Tax Administration and allocation of the company’s Tax Reference Number (TRN) takes 20 business days, on average.

Upon registration with the Federal Tax Administration and allocation of the VAT number, a company must prepare and file a quarterly (or monthly in the case of annual turnover exceeding AED 150 000 000, i.e. ~ USD 40 830 900) VAT return and pay the resulting VAT within 28 days of the VAT period end.

Corporate tax

First, there are sectors of the economy where UAE companies are traditionally subject to corporate tax, such as oil industry and banking.

Foreign companies engaged in oil and gas production and processing are taxed at about 55% of their operating revenue. The rate is approximate as the tax amount is determined by the specific terms of concession agreements (which are confidential) made with the government authorities. The financial terms of such agreements generally supersede the provisions of tax decrees of the respective emirates, which is stated in each agreement individually. This tax regime usually includes the payment of royalties (12 – 20%) and corporate tax. The total tax burden can reach 85%.

Branches of foreign banks in some emirates are also subject to corporate tax. In the emirates of Abu Dhabi, Dubai, Fujairah and Sharjah, foreign banks pay 20% tax on operating profits.

Second, a federal corporate tax was introduced in the UAE on 1 June 2023, which applies to:

  • companies and other legal entities registered in the UAE;
  • individuals conducting business activities in the UAE;
  • foreign legal entities effectively managed from the UAE.

Taxpayers whose financial year coincides with the calendar year will have their first corporate tax period starting on 1 January 2024, and are required to register for corporate tax before 30 September 2025 (consequently, the first corporate tax return must be filed between 1 January 2025 and 30 September 2025).

Companies extracting natural resources are exempt from federal tax, as they are already taxed in their respective emirates (at higher rates).

The federal corporate tax rate is 9%. Mainland companies with taxable income below the threshold of AED 375 000 (~ USD 100 000) will continue to enjoy 0% tax rate. There is also tax relief for small businesses.

The tax situation is more complex in the case of companies registered in UAE free zones. Previously, these companies were generally exempt from corporate tax for a certain period, i.e. they were granted tax holidays for a period of 15 to 50 years (depending on the free zone); there was also a practice of extending such tax holidays.

Now legal entities registered in free zones are subject to taxation, however, there are situations where the corporate tax rate is 0%. To determine which rate (9% or 0%) is applicable in a particular case, there have been introduced such concepts as “qualifying income”, “non-qualifying income”, “qualifying Free Zone person”, “qualifying activities”, “excluded activities”, etc.

Transfer tax

Property transfer tax is levied on the direct or indirect transfer of UAE real estate. The tax rate depends on the emirate (for example, Dubai has a 4% rate).

In order to assess the company’s tax burden, we recommend consulting a tax specialist (we are ready to arrange that upon request).

Fees[4]

Services
Fees(USD)
Keeping the company’s accounting records
Maintaining a systematic archive of company documents and providing them to the client upon request
200 / hour
Preparing and filing dormant financial statements
(for dormant companies)
2 200
Preparing and filing non-dormant financial statements
(for active companies) and conducting an audit
100 – 400 / hour
(based on time spent, but not less than USD 1 900)
Tax advice on VAT-related and other matters
from 400 / hour
VAT registration
1 500
Preparing and filing VAT returns
200 / hour
Advising on legal and accounting matters
300 / hour

[1] Ajman Free Zone Offshore Companies Regulations, 2014.

[2] See, for example, sec. 60 of Jebel Ali Free Zone Offshore Companies Regulations, 2018.

[3] The table shows the free zones where we help our clients to register UAE companies.

[4] The fees are valid as at July 2024.

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