What does corporate governance mean for a private UAE company?

The Commercial Companies Law makes a company's board or managers responsible for applying governance rules and standards. [1] In practice it comes down to 3 questions:

  • do the company's records meet the legal requirements?
  • are decisions taken by the people with the authority to take them?
  • is money moving between the company, its owners and their families recorded and priced fairly?

Mainland companies follow the federal Commercial Companies Law. A free zone company follows its free zone's own rules wherever those rules make special provision, and the federal law applies to any branch it opens outside the zone. [1]

What does UAE company law require of a mainland LLC?

For a mainland limited liability company (LLC), these are the core duties: [1]

Duty Rule Article
Owners 2 to 50 partners, or a single owner 71 [1]
Management One or more managers, named in the memorandum of association or appointed by the general assembly. Unless the memorandum or appointment contract limits them, a manager has full powers to bind the company 83
Annual accounts The manager prepares the balance sheet, profit and loss account and annual report within 3 months of the year end 87
Audit Every LLC has one or more auditors and an annual audit 27
General assembly At least once a year, within 4 months of the year end, on at least 21 days' notice 92, 93
Supervisory board Required once there are more than 15 partners 88
Partners' register Kept at head office; details sent to the authorities every January 74
Minutes Recorded in a register kept at head office, open to every partner 100
Changes Notified to the authorities within 15 business days 15
Accounting records Kept at head office for at least 5 years 26

Two rules shape day-to-day authority. Changing the memorandum or the capital needs partners holding at least three quarters of the shares represented at the meeting. A manager may not run a competing business without the general assembly's consent. [1]

How do free zone rules differ? The DMCC example

Each free zone writes its own company rules. In DMCC, under the DMCCA Company Regulations: [4]

  • a company needs at least 1 director and a company secretary
  • a change of director is notified to the registrar within 14 business days
  • the company keeps a shareholder register, officer register, security register and minutes register
  • the first annual general meeting is held within 18 months of registration, then every 12 months
  • accounts follow IFRS and, within 6 months of the year end, are audited by a DMCCA-approved auditor and laid before a general meeting. They are filed with the registrar within 5 business days of that meeting
  • accounting records are kept for at least 5 years (15 years for real estate), or longer where a UAE tax law requires it

Other free zones set their own versions of these rules, so check the zone's current regulations first.

Who is an ultimate beneficial owner (UBO) in the UAE?

Under Cabinet Decision No. 109 of 2023, a beneficial owner is the natural person who owns or controls a company: [2]

  • 25% or more of the capital or voting rights, directly or through a chain of companies, or
  • control by other means, such as the right to appoint or dismiss most of the directors, or
  • if no one meets either test, the person in senior management

The decision applies to companies on the mainland and in the commercial free zones. Financial free zones are outside it. [2]

What must you keep and file?

Duty Deadline Source
Keep a beneficial owner register Created within 60 days of the company's formation; updated within 15 working days of a change [2] Art. 8; [20] Art. 38
Keep a register of partners or shareholders Updated within 15 days of a change [2] Art. 10
Nominee directors and nominee shareholders tell the company of their status Within 15 days of taking the role; any change within 15 working days [2] Art. 9; [20] Art. 39
File both registers with the registrar Within 60 days of licensing [2] Art. 11
Report changes to the registrar Within 15 days [2] Art. 15
Answer the registrar's requests Within 14 days [2] Art. 11

Every company must also name a natural person resident in the UAE to deal with the registrar, and may not issue bearer shares. Before a share transfer is registered, the buyer states whether it changes the beneficial owner. [2]

The 15 working day period comes from Cabinet Resolution No. 134 of 2025, the regulations under the anti-money laundering law, which repeal any earlier rule that conflicts with them. [20] Cabinet Decision No. 109 of 2023 set 15 days from learning of a change, so updating within 15 calendar days of the change itself meets both. [2]

The register data is provided to UAE authorities on request, and to foreign authorities under international cooperation, including exchanges of tax information. [2] Fines for breaches are set by Cabinet Decision No. 132 of 2023. [3]

How long must a UAE company keep its records?

Records Minimum period Source
Corporate tax records 7 years after the end of the tax period [5][6]
Tax records under the Tax Procedures rules, including VAT 5 years after the tax period, longer during a tax audit, a dispute with the FTA or an open refund claim [7][8]
VAT records relating to real estate 15 years after the tax period [8]
Company accounting records (mainland) 5 years after the financial year [1]
E-invoices and e-credit notes The Tax Procedures Law period, available to the FTA on request [14]

Keeping all financial records for 7 years covers every general period in the table, with real estate records the exception. The corporate tax return and payment are due within 9 months of the end of each tax period. A company with a 31 December 2025 year end had to file and pay by 30 September 2026. [6]

Which UAE companies need audited financial statements?

There are 3 separate triggers, and a company can meet more than one:

  • Company law: every mainland LLC and joint stock company has its accounts audited each year. [1]
  • Corporate tax: for tax periods starting on or after 1 January 2025, a taxable person with revenue above AED 50 million, and every Qualifying Free Zone Person, must prepare and keep audited financial statements. Tax groups prepare audited special purpose statements. [9]
  • Free zone rules: in DMCC every company that is not dormant has its accounts audited by a DMCCA-approved auditor. [4]

Is economic substance reporting still required in the UAE?

No, for financial years ending after 31 December 2022. Cabinet Decision No. 98 of 2024 removed the economic substance notification and report for those years. Companies stay responsible for earlier years: they still answer information requests from the authorities and the FTA, and pay any penalties imposed. [10]

When does e-invoicing start in the UAE?

E-invoicing means structured invoice data exchanged between supplier and buyer and reported electronically to the FTA. A PDF, scan or email invoice does not count. [18] The timetable, under Ministerial Decision No. 244 of 2025 as now applied: [11][12][13]

Business Deadline to appoint an accredited service provider Start e-invoicing by
Revenue of AED 50 million or more Had until 30 October 2026 (moved from 31 July 2026) [11][12][13] 1 January 2027 [13]
Revenue below AED 50 million 31 March 2027 1 July 2027
Government entities 31 March 2027 1 October 2027
  • Revenue means gross income in the most recent accounting period, taken from the financial statements. [11]
  • Penalty: AED 5,000 for each month, or part of a month, of delay, including failure to appoint a provider on time. A first-phase business that did not appoint one by 30 October 2026 faces this penalty. [13]
  • Sales to consumers are outside the system until a further decision. [11]
  • Ministerial Decision No. 197 of 2026, in force from 1 October 2026, amends the e-invoicing rules (Ministerial Decision No. 243 of 2025). It treats transactions between members of the same tax group as excluded for 24 months from 1 January 2027. It also removed the rule that invoice data be stored inside the UAE. [14]

Because each e-invoice is also reported to the FTA, errors in customer and supplier records reach the tax authority directly. [18] Who may create or change those records becomes a control question.

Who approves what: authority and reserved matters

Because an LLC manager has full powers unless the memorandum or appointment contract limits them, the limits have to be written down. [1] One way to write them down is in 3 documents:

  1. Reserved matters: decisions only the owners or board may take, such as borrowing, security for others' debts, new share issues, acquisitions, dividends and contracts with related parties.
  2. An authority matrix: who may approve spending, contracts and payments, and up to what amount.
  3. Bank mandates that match it: signatories and limits at the bank set to the same thresholds as the written policy.

Review all 3 after any investment, acquisition or change of manager.

The corporate tax law treats these as related parties, among others: [5]

  • relatives up to the fourth degree
  • a person and a company they own 50% or more of, or control
  • companies under common ownership or control
  • the founder, settlor or beneficiary of a trust or foundation

Deals between related parties must be priced at arm's length. Payments to connected persons (owners, directors, officers and their related parties) are deductible only up to market value and only if made wholly for the business. Because relatives are related parties, this can include salaries and fees paid to an owner's family members. [5]

Requirement Applies when Source
Master file and local file Revenue of at least AED 200 million in the tax period, or part of a multinational group with consolidated revenue of at least AED 3.15 billion [15]
Related-party schedule in the tax return Related-party transactions above AED 40 million in total. Each category above AED 4 million is then listed. Dividends are left out of both figures [16]
Connected-person schedule in the tax return Payments or benefits to connected persons above AED 500,000 in total. Each connected person above AED 500,000 is listed [16]
Supporting evidence Provided to the FTA within 30 days of a request [5]

Family governance: charter, shareholder terms and succession

The federal Family Business Law (Federal Decree-Law No. 37 of 2022, in force since 10 January 2023) lets a company majority-owned by one family register as a family business. [17] Once registered:

  • the company may have any number of partners
  • a partner who wants to sell must first offer the shares to the other family partners, unless the articles or charter say otherwise. A transfer to a spouse or a first-degree relative does not need that offer
  • the family may adopt a family charter covering ownership rules, values, how shares are valued, how profits are paid out, and the qualifications family members need to work in the business
  • the charter is approved by a majority of the family council, or of the family partners. Where it conflicts with the articles, the articles win
  • the family may set up a family council or family office, and a board to settle disputes before they go to the official dispute committee

Joint stock companies and partnerships are outside the law. [17]

Since Federal Decree-Law No. 20 of 2025 amended the Companies Law, LLC partners may write 2 kinds of shareholder terms into the memorandum itself: [1][19]

  • drag-along and tag-along rights, which let a partner require the others to sell, or join a sale, on agreed terms
  • a mechanism for a deceased partner's shares, including a right for the other partners or the company to buy them at a price agreed with the heirs

The memorandum, and any change to it, takes effect once registered in the commercial register. [1] Succession planning for the shares themselves is covered in succession planning in the UAE and in our comparison of DIFC, ADGM and RAK ICC foundations.

How Marlborough Gulf helps

What we do:

  • We map who owns, controls and approves what across your companies, and set out the gaps against the rules above.
  • We keep the books, prepare tax-ready accounts and run the annual calendar of filings, meetings and register updates.
  • We plan the family's governance and succession, and coordinate the specialists below.

What others do: law firms draft the memorandum, shareholder terms and family charter. An approved auditor audits the accounts. An accredited service provider runs e-invoicing. A registered tax agent acts for you before the FTA.

Accounting and bookkeeping → Tax consultancy →

Request a consultation

Questions people ask

Who is the ultimate beneficial owner of a UAE company?

The natural person who owns or controls 25% or more of the capital or votes, or otherwise controls the company. If no one meets those tests, the senior manager is recorded. [2]

How long must a UAE company keep its records?

At least 7 years for corporate tax records. Most other tax records need 5 years, and VAT records on real estate need 15. [5][7][8]

Does every UAE company need an audit?

Every mainland LLC needs an annual audit under company law. For corporate tax, audited statements are required above AED 50 million of revenue and for every Qualifying Free Zone Person. [1][9]

Do UAE companies still file economic substance reports?

No, for financial years ending after 31 December 2022. Obligations for earlier years remain. [10]

When is e-invoicing mandatory in the UAE?

From 1 January 2027 for businesses with revenue of AED 50 million or more, and by 1 July 2027 for other businesses. [13]

This guide is general information, not legal or tax advice for your circumstances. Company rules differ between the mainland and each free zone.

Sources

  1. Federal Decree-Law No. 32 of 2021 on Commercial Companies, as amended (UAE Legislation portal, last update listed 1 Oct 2025), Articles 5, 6, 14, 15, 26, 27, 71, 74, 83, 86, 87, 88, 92, 93, 100 and 101. Read 29 Oct 2026. https://uaelegislation.gov.ae/en/legislations/1542
  2. Cabinet Decision No. 109 of 2023 on Regulating the Beneficial Owner Procedures, issued 6 Nov 2023, in force 16 Nov 2023, Articles 3 to 11 and 15 to 17 (Ministry of Economy text; UAE Legislation portal record). https://www.moet.gov.ae/documents/20121/0/Cabinet+Decision+109-2023+English+Version+06062024.pdf/f7138fc2-fe12-cef3-077b-b4c49c12eabd?t=1718181974877 https://uaelegislation.gov.ae/en/legislations/2176
  3. Cabinet Decision No. 132 of 2023 on administrative penalties for breaches of Cabinet Decision No. 109 of 2023, in force 30 Dec 2023. https://uaelegislation.gov.ae/en/legislations/2314
  4. DMCCA Company Regulations, issued 10 Oct 2024, updated 2 Jan 2025, Articles 41, 52, 56, 60, 73 and 74. https://dmcc.ae/hubfs/Compliance%20Documents%202024/DMCCA%20Company%20Regulations%20-%202024%20%5BAmended%5D.pdf
  5. Federal Decree-Law No. 47 of 2022 (Corporate Tax Law), Articles 34, 35, 36, 55 and 56. https://mof.gov.ae/wp-content/uploads/2022/12/Federal-Decree-Law-No.-47-of-2022-EN.pdf
  6. Federal Tax Authority, reminder to keep records for corporate tax returns, 27 Aug 2025. https://tax.gov.ae/en/media.centre/news/pr.28082025.aspx
  7. Cabinet Decision No. 74 of 2023, Executive Regulation of the Tax Procedures Law, Article 3 (UAE Legislation portal, last update listed 23 Mar 2026). https://uaelegislation.gov.ae/en/legislations/2160
  8. Cabinet Decision No. 52 of 2017, VAT Executive Regulation, and its amendments up to Cabinet Decision No. 149 of 2026, Article 71 (as published by the Federal Tax Authority, Sep 2026). https://tax.gov.ae/Datafolder/Files/Legislation/2026/Law-No-8-of-2017-and-its-amendments--09-2026.pdf
  9. Ministerial Decision No. 84 of 2025 on Audited Financial Statements, Articles 2 and 4, Ministry of Finance, 25 Mar 2025. https://mof.gov.ae/wp-content/uploads/2025/04/Ministerial-Decision-No.-84-of-2025-on-Audited-Financial-Statements.pdf
  10. UAE Ministry of Finance, "Ministry of Finance Announces Amendment to Cabinet Decision on Economic Substance Requirements", 14 Oct 2024. https://mof.gov.ae/en/news/ministry-of-finance-announces-amendment-to-cabinet-decision-on-economic-substance-requirements/
  11. Ministerial Decision No. 244 of 2025 on the Implementation of the Electronic Invoicing System, Articles 1 and 5 (published by the Federal Tax Authority). https://tax.gov.ae/Datafolder/Files/Pdf/2026/E-invoicing/Ministerial-Decision-No.-244-of-2025-on-the-Implementation-of-the-Electronic-Invoicing-System.pdf
  12. UAE Ministry of Finance, "Ministry of Finance hosts awareness event in Ras Al Khaimah on latest eInvoicing updates", 27 Sep 2026. https://mof.gov.ae/en/news/ministry-of-finance-hosts-awareness-event-in-ras-al-khaimah-on-latest-einvoicing-updates/
  13. Federal Tax Authority, "Federal Tax Authority Calls on Persons Subject to e-Invoicing to Comply with the Prescribed Legal Deadlines and Avoid Administrative Penalties", 25 Oct 2026. https://tax.gov.ae/en/media.centre/news/federal.tax.authority.calls.on.persons.subject.to.einvoicing.to.comply.wit.the.prescribed.legal.deadlines.and.avoid.administrative.penalties.aspx
  14. UAE Ministry of Finance, "Ministry of Finance Amends Electronic Invoicing Regulations to Ease the Burden on Businesses" (Ministerial Decision No. 197 of 2026), 19 Oct 2026. https://mof.gov.ae/en/news/ministry-of-finance-amends-electronic-invoicing-regulations-to-ease-the-burden-on-businesses/
  15. UAE Ministry of Finance, "Ministry of Finance Issues Decision on Transfer Pricing Documentation Requirements for Corporate Tax Purposes" (Ministerial Decision No. 97 of 2023), 11 May 2023. https://mof.gov.ae/en/news/ministry-of-finance-issues-decision-on-transfer-pricing-documentation-requirements-for-corporate-tax-purposes/
  16. Federal Tax Authority, Corporate Tax Guide: Tax Returns (CTGTXR1), November 2024, sections 9.3 and 16.1 to 16.2. https://tax.gov.ae/Datafolder/Files/Guides/CT/CT-Returns-EN-11-11-2024.pdf
  17. Federal Decree-Law No. 37 of 2022 on Family Businesses, issued 3 Oct 2022, in force 10 Jan 2023, Articles 1, 3, 6, 7, 8, 18 and 19 (UAE Legislation portal). https://uaelegislation.gov.ae/en/legislations/1608
  18. Federal Tax Authority, UAE e-Invoicing, page updated 15 Oct 2026. https://tax.gov.ae/en/content/uae.einvoicing.aspx
  19. UAE Ministry of Economy and Tourism, "Ministry of Economy and Tourism reviews new amendments to the Commercial Companies Law" (Federal Decree-Law No. 20 of 2025), 6 Jan 2026. https://www.moet.gov.ae/en/-/ministry-of-economy-and-tourism-reviews-new-amendments-to-the-commercial-companies-law-and-their-pivotal-role-in-enhancing-competitiveness-of-the-uae-s-business-environment
  20. Cabinet Resolution No. 134 of 2025 on the Executive Regulations of Federal Decree-Law No. 10 of 2025 on Anti-Money Laundering, Articles 38, 39 and 70 (Central Bank of the UAE rulebook text). https://rulebook.centralbank.ae/en/rulebook/cabinet-resolution-no-134-2025-regarding-executive-regulations-federal-decree-law-no-10