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Beyond Size: The True Scope of Transfer Pricing
From Reports to Real Business Insight
UAE Corporate Tax Update | FTA Clarifies the Meaning of “Director” and “Officer”
Tax Transparency in the UAE: Why Data & Invoicing Are Now at the Core of Regulatory Oversight
The “Micro-Moments” of Client Experience: Turning Routine Touchpoints into Trust Builders
Delivering Transfer Pricing Certainty: The UAE APA Programme
Ravishanker V, Director - Taxation, Kreston Menon

Transfer pricing provisions were introduced in the United Arab Emirates (“UAE”) with the enactment of Federal Decree-Law No. 47 of 2022 on the Taxation of Corporations and Businesses (the “Corporate Tax Law”).

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Navigating the UAE’s New Corporate Tax Landscape for Free Zones
Ravishanker V, Director - Taxation, Kreston Menon

In a move that has significant implications for businesses operating within UAE’s free zones, the implementation of the Corporate Tax Law through Federal Decree-Law No. 47 of 2022 issued on 1st June 2023 has ushered in a new era of taxation. This landmark legislation follows the global commitments that UAE has made to ensure tax transparency and enhanced regulatory oversight. Adhering to global standards enhances UAE’s reputation as a responsible global financial hub

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UAE Corporate Tax: Accounting Profits and Taxable Income
Ravishanker V, Director - Taxation, Kreston Menon
While the fundamental aim of measuring profit aligns across commercial accounting practices and tax regulations, different countries apply distinct tax and accounting rules. Some nations closely link accounting income with taxable income, while others have self-contained tax laws. In the UAE, accounting net profit forms the basis for determining taxable income for corporate tax purposes. The UAE Corporate Tax Law (‘UAE CT Law’) provides that the Taxable Income of each Taxable Person shall be determined separately, on the basis of properly prepared, standalone Financial Statements for financial reporting purposes in accordance with the Accounting Standards accepted in the UAE for Corporate Tax purposes.

Accounting Standards and Accounting Profit

Accounting profit, also known as financial profit or bookkeeping profit, represents a Company’s net income derived from its operational and non-operational activities. It is calculated by subtracting total expenses from total revenue and serves as a key metric for assessing profitability and comparing financial health with industry peers.

Accounting Standards

According to Article 20(1) of the UAE CT Law, Taxable Persons are obligated to prepare financial statements in compliance with the applicable accounting standards within the country. As International Financial Reporting Standards (IFRS) are in effect in the UAE, taxable persons must adhere to IFRS guidelines for their financial reporting. Ministerial Decision No. 114 of 2023 specifies that the only Accounting Standards accepted in the UAE for Corporate Tax purposes are the International Financial Reporting Standards (“IFRS”) and the International Financial Reporting Standard for Small and Medium- sized Entities (“IFRS for SMEs”). Taxable Persons may use IFRS for SMEs if they derive Revenue not exceeding AED 50,000,000 in a Tax Period.

Basis of Accounting

IFRS stipulates that financial statements should be prepared using the accrual basis of accounting. However, Article 20(5)(a) authorizes the Minister to establish circumstances and conditions under which financial statements may be prepared using the cash basis of accounting. Taxable Persons can apply to the Federal Tax Authority (FTA) for transitioning from accrual basis to cash basis accounting. Upon approval by the FTA, these changes will take effect from the commencement of the tax period in which the application is submitted or from a future tax period.

In accordance with Article (2) of Ministerial decision No. 114 of 2023, a Taxable Person may prepare Financial Statements using the Cash Basis of Accounting if:

  • Their Revenue does not exceed AED 3 million within the relevant Tax Period; or
  • In exceptional circumstances and pursuant to an application submitted by the Taxable Person to the FTA.

Audited Financial Statements

Ministerial Decision No. 82 of 2023 has been published specifying that a Taxable Person deriving Revenue exceeding AED 50,000,000 (Fifty Million United Arab Emirates Dirhams) during the relevant Tax Period as well as a Qualifying Free Zone Person shall prepare and maintain audited financial statements.

Relief for Small Businesses

Article 21 of the UAE CT Law offers tax relief for small businesses, allowing tax resident entities with Revenue not exceeding AED 3,000,000 in a relevant Tax Period and all previous Tax Periods that end on or before 31 December 2026 to elect for Small Business Relief thereby deeming that the entity has not derived any taxable income.

Adjustments to Accounting Profits

As per Article 20 of the UAE CT Law, the Taxable Income for the tax period is the net profit or loss reported in the financial statements, after making adjustments as necessary, for the following items:

Unrealized Gains or Losses

Taxable Persons who prepare their financial statements on an accrual basis will have an option to avail realisation basis treatment of unrealized accounting gains or losses for tax computation. If the Taxable Person decides to avail the benefit of taxing unrealised gains and losses on realisation basis, they are obliged to choose between the following options:

Option 1 – the taxpayer can elect to recognize gains and losses for all assets and liabilities only when they are realized.

Option 2 – the taxpayer can elect for the realization basis to apply only to assets and liabilities held on capital account. Gains and losses on other assets and liabilities would be included in taxable income on a current basis.

Exempt Income

Exempt income under Article 22 encompasses dividends, qualified participation relief dividends, select foreign permanent establishment income, and specific non- resident income related to operating ships and aircraft.

Qualifying Group Exemptions

No gain or loss needs to be considered in determining the Taxable Income in relation to the transfer of one or more assets or liabilities between two Taxable Persons that are members of the same Qualifying Group i.e two or more Taxable Persons who satisfy specified conditions including, but not limited to, common shareholding of 75%.

Business Restructuring Relief

No gain or loss needs to be taken into account in determining Taxable Income in relation to business restructuring transactions, subject to specified conditions.

General expenditure deduction

In accordance with Article 28, Expenditure incurred wholly and exclusively for the purposes of the Taxable Person’s Business that is not capital in nature shall be deductible in the Tax Period in which it is incurred, subject to the provisions of this Decree-Law. Accordingly, the Taxable Person needs to ensure that the expenditure is carefully evaluated to ensure the business purpose of such expenditure and the capital or revenue nature thereof. Further, if any expenditure serves multiple purposes, a deduction is allowed for the identified business purpose of such expenditure or a reasonable portion of such expenditure determined based on a fair and reasonable basis.

Interest Expenditure

The general interest deduction limitation rule, according to Article 30, restricts interest expenditure deduction to 30% of Earnings Before Interest, Tax, Depreciation, and Amortization (EBITDA). This limitation doesn’t apply to banks,certainfinancialinstitutions,insurancebusinesses, and individuals. Ministerial Decision No. 126 of 2023 further extends the exemption from this rule to Taxable Persons whose Net Interest Expenditure does not exceed AED 12,000,000 (Twelve Million Dirhams)

Article 31 also prescribes specific non-deduction for interest expenditure on loan obtained from Related Parties, used for certain specific purposes laid down in the UAE CT Law.

Entertainment Expenditure

Article 32 lays down special rules governing entertainment expenses, limiting deductions to 50% of the cost. These expenses encompass spending for entertaining customers, shareholders, suppliers, or business partners, including meals, accommodation, transportation, admission fees, facilities, equipment, and other expenses of similar nature.

Non-deductible Expenditure

Article 33 specifies expenditure that are not deductible for the purposes of computation of Taxable Income. This includes:


Transactions with Related Parties and Connected Persons

Article 34 of the UAE CT Law stipulates that transactions and arrangements between Related Parties must meet the arm’s length standard. Further, Article 36 of the UAE CT Law specifies that a payment or benefit provided by a Taxable Person to its Connected Person shall be deductible only if and to the extent the payment or benefit corresponds with the Market Value of the service, benefit or otherwise provided by the Connected Person and is incurred wholly and exclusively for the purposes of the Taxable Person’s Business.

Accordingly, necessary adjustments may have to be made to the taxable income if the transactions with related partiesandconnectedpersonsarenotcarriedoutinline with the Arm’s Length Principle.

Loss Relief

Chapter 11 of the UAE CT Law specifies that a Tax Loss can be offset against the Taxable Income of subsequent

Tax Periods to arrive at the Taxable Income for those subsequent Tax Periods. Specific rules have been made in relation to conditions to be satisfied for such set off and transfer of losses within the group.

Conclusion

In conclusion, adherence to accounting standards accepted in the UAE is crucial for businesses to accurately determine their taxable income. While there may be differences between commercial accounting practices and tax rules globally, the UAE aims for alignment to international standards, promoting efficiency and reducing compliance costs. Understanding the provisions outlined in the UAE CT Law ensures proper treatment of adjustments such as unrealized gains or losses, exemptions, reliefs, and deductions. Additionally, the flexibility provided for changes in accounting methods underscores the importance of compliance with the law over conflicting accounting standards.
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Global Minimum Tax (GMT) and UAE Corporate Tax: Navigating Pillar Two
Ravishanker V, Director - Taxation, Kreston Menon

The Organisation for Economic Cooperation and Development (OECD) has explained Base Erosion and Profit Shifting (BEPS) as ‘tax planning strategies used by multinational enterprises that exploit gaps and mismatches in tax rules to avoid paying tax’.

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UAE Corporate Tax Pertinent Questions – All You Need To Know
Ravishanker V, Director - Taxation, Kreston Menon

Background


According to the UAE Federal Decree-Law No. 47 of 2022 on taxation of corporations and businesses (UAE CT Law), businesses will become subject to Corporate Tax UAE (CT) from the beginning of their first financial year which starts on or after 1 June 2023. Executive Regulations of the Decree Law containing interpretations and implementation guidelines of the Articles are forthcoming from the Ministry in the form of various Cabinet Decisions.

A few key areas have been reproduced below.

Registration of Taxable Persons


Who is liable to register for UAE CT Law?

All Taxable Persons (Persons subject to CT), including Free Zone Persons and Taxable Persons eligible for Small Business Relief are liable to register for UAE CT Law. It has been clarified by way of various Decisions that the following Persons need not register under UAE CT Law:

  • A Government Entity
  • A Government Controlled Entity
  • A Person engaged in Extractive Business
  • A Person engaged in Non-Extractive Natural Resources Business
  • A Non-Resident Person that derives only State Sourced Income and has no Permanent Establishment in the UAE
  • A Natural Person deriving income less than AED 1 million from Business or Business Activities
When can one register for UAE CT?

The Federal Tax Authority (FTA) is adopting a staggered approach with respect to registration. In early January, the FTA launched an early bird registration drive for CT through the EmaraTax platform. Subsequently, The FTA vide a press release on 14 May 2023 has announced the launch of registration for CT for Public Joint Stock Companies and Private Companies from 15 May 2023.

It should be noted that the Frequently Asked Questions (FAQs) published on the website have clarified that taxpayers are required to register before the prescribed due date of the first CT return without any penalties.

Tax Period


What is my first Tax Period?

For the purposes of the UAE CT Law, the Tax Period is the Financial Year of a Person which shall be the calendar year or the 12-month period for which the Taxable Person prepares financial statements.

The Decree Law applies to all financial years commencing on or after 1 June 2023. For most businesses, the financial year commences either on 1 January or 1 April. Accordingly, a bulk of the first tax years would either be

1 January 2024 to 31 December 2024, or 1 April 2024 to 31 March 2025, respectively. Further, the due date of filing returns is within 9 months from the end of the tax period i.e., 30 September 2025 and 31 December 2025, respectively.


Can a Taxable Person change their Tax Period?

It has been clarified by a recent decision that the Taxable Persons are eligible to change their Tax Periods for extending the same to up to 18 months or shortening the same to 6 to 12 months subject to meeting specified conditions.

Qualifying Free Zone Persons (QFZPs)


What are the conditions under which a Free Zone Person qualifies to be a Qualifying Free Zone Person (QFZP)?

A Free Zone Person who meets the pre-conditions for availing of the incentive mentioned under the law is termed QFZPs.

The pre-conditions to be regarded as a QFZP include:

  • Maintaining adequate substance in the UAE.
  • Complying with the transfer pricing requirements
  • Electing not to be taxed under the normal UAE CT regime i.e., at 9%.
  • The QFZPs would incur 0% UAE CT on ‘Qualifying Income’ and 9% on ‘Non-Qualifying Income’.
What is Qualifying Income?

While the term ‘Qualifying Income’ is expected to be clarified in specific regulations, the overview of the Decree published in the UAE Government Portal indicates that all income earned by the Free Zone Person which is in compliance with the restrictions on business by the Free Zone Authority particularly on transactions with the Mainland could constitute ‘Qualifying Income’.

Are there special considerations that are likely to apply to QFZPs?

It may also be noted that since the QFZPs are eligible for a tax incentive, the FTA is likely to monitor the returns and documents of such taxpayers closely. Accordingly, despite payment of Nil tax, there would be a need to maintain adequate documentation. Further, it has also been clarified that all QFZPs, irrespective of turnover, must maintain audited financial statements.

Small Business Reliefs


Are there special measures that have been introduced for small businesses including startups?

Resident small businesses having an annual revenue of less than AED 3 million in the relevant tax period or any preceding tax periods can avail themselves of Small Business Relief (SBR). Under this relief, such Taxable Person can elect to be treated as not having any Taxable Income. It may be noted that this relief is available for financial years commencing from 1 June 2023 and continues for subsequent tax periods ending up to 31 December 2026. Further, it may be noted that such relief is not available for a QFZP or a component of a Multinational Enterprises Group i.e a group with a consolidated revenue of more than AED 3.15 billion.

Are there any disadvantages of claiming such relief?

The Taxable Person claiming SBR would not be eligible to carry forward unclaimed interest costs or taxable losses in such tax periods where SBR is availed. Accordingly, it is pertinent to evaluate the claiming of this relief holistically and not in isolation.

Are there reliefs provided for small businesses with respect to Transfer Pricing (TP)?

By way of a recent Ministerial Decision, the requirement for maintaining a Master file and a Local file has been restricted to the following category of Persons:

  • Component of a Multinational Enterprises Group that has a total consolidated revenue of AED 3.15 billion or more in the relevant tax period; or
  • A Taxable Person whose revenue in the relevant Tax Period is AED 200 million or more.

This provides significant relief to small businesses with regard to the maintenance of extensive TP documentation. However, it may be noted that the requirement for application of the Arm’s Length Principle would continue to be applicable to international as well as local controlled transactions for all Taxable Persons.

Are there reliefs provided to small businesses pertaining to Accounting Standards and methods of accounting?

In a recent decision, relaxations have been granted to small businesses with regard to the Accounting Standards and method of accounting wherein a taxable person whose revenue does not exceed AED 3 million is allowed to maintain accounts on a cash basis and a taxable person whose revenue does not exceed AED 50 million may apply IFRS for SMEs.

Tax Grouping


What is a Tax Group?

A UAE CT Tax Group, in short, can be constituted by two or more resident juridical persons (other than a QFZP or an Exempt Person) having a parent-subsidiary relationship with at least 95% shareholding and control among other criteria. The conditions for UAE CT Tax Grouping are very different from tax grouping provisions available under UAE VAT Law wherein entities under common ownership, even if the shareholders are natural persons, are eligible to be grouped.

Is a Tax Group the same as a Qualifying Group?

The CT Law introduced two distinct grouping structures – ‘Qualifying Group’ and ‘Tax Group’. A fine reading of the relevant provisions identifies the following differences:

  • While a ‘Qualifying Group’ is a de-facto status i.e., requires no application or election, a ‘Tax Group’ can be formed only through an application to the FTA.
  • A qualifying group may also be constituted even if the common shareholder is an individual. The Tax Group can only be constituted of Juridical Persons.
  • The constituents of the qualifying group will continue to be different taxpayers and file separate returns which will be assessed separately. In the case of a tax group, the ‘Parent company’ files one return on behalf of the group i.e., the group is assessed as a single entity basis consolidated financial statements.
  • The basic exemption of AED 375,000 will apply to the tax group as an entity and not to each of its components.

Key Business Considerations


What are the key areas of the UAE CT Law that businesses will have to consider in their day-to-day operations and for making long-term strategic decisions?

CT, unlike VAT, would have a direct effect on the profits of the businesses and requires due consideration. Further, being a new introduction, the Decree Law also would introduce new concepts which would mandate businesses to recalibrate their traditional business practices.

The businesses should take due cognizance of the following major aspects introduced by the Decree and closely monitor the developments in these areas:

  • Conformity to OECD Transfer Pricing (TP) guidelines for transactions with related parties and connected parties, including capturing the same in the opening balance.
  • Maintenance of records supporting the information provided in the returns.
  • Evaluation of any arrangement or agreement in the light of the General Anti-Abuse Rules (GAAR) prescribed by the Decree.
  • The provisions relating to Place of Effective Management, Permanent Establishment or State Sourced Income may result in a business falling within the purview of this Decree, even if registered outside the UAE.
  • Careful evaluation of various elections or applications prescribed under various provisions.
Are further decisions awaited from the Ministry and/or the Authority?

While a large trench of clarifications has been received over the last few weeks, the impending Cabinet Decision and regulations can add new requirements and provisions leading to multiple new interpretations and discussions.

A few key clarifications that are expected from the Ministry include:

  • Specific requirements and format of documentation for transfer pricing.
  • Definitions and procedures associated with QFZPs.
  • Penal provisions and quantum of such penalty.
  • Formats for annual returns, applications, and other statements.

Conclusion


UAE has always been known for its ease of doing business and business friendly ecosystem. The introduction of CT is a radical change, albeit essential. Apart from the effect of the additional expenditure in the Income Statement, the businesses are also concerned about the burden of compliance that they would be expected to bear.

The inclusion of provisions facilitating seeking clarifications from the FTA indicates the commitment of the Ministry and the Authority in undertaking this radical change in partnership with all the stakeholders, including all the taxpayers. This is a source of massive reassurance to the taxpayers

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Navigating Your First UAE Corporate Tax Return: A Few Critical Considerations
Ravishanker V, Director - Taxation, Kreston Menon

A critical one-time choice in the first CT return is whether to elect the “realisation basis” for unrealised gains and losses. Under normal accrual accounting, certain assets or liabilities can have unrealised gains or losses (for example, a rise in value of an investment property or securities portfolio) that are recorded in profit before any actual sale or settlement. By default, such unrealised gains would be included in accounting income and thus taxable.

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