UAE Law and Practice Contributed by: Amir Alkhaja, Gerry Rogers, Daria Selivanova and Danila Kriuchkov, Habib Al Mulla & Partners
Timeline In total, a mainland LLC can often be incorporat - ed in one to two weeks assuming all documents are in order and the business activity is stand - ard. If additional regulatory approvals are need - ed, those can add a few weeks. JSCs (public) take longer because they involve SCA approval. Branch offices are relatively quick (they skip the MoA drafting). A branch can be licensed in about one week after initial documents are approved. 3.3 Ongoing Reporting and Disclosure Obligations UAE companies have relatively lighter ongoing compliance burdens compared to many jurisdic - tions. Commercial Licence Renewal All companies must renew their trade licence annually with the relevant authority (DED or free zone). This involves paying renewal fees and updating any information if changed. Changes in Company Details Any change in the company’s memorandum or articles, management or capital must be filed and approved by authorities. Changes to share - holding (transfer of shares or admission of a new shareholder) require notarisation of amendment to the MoA and approval by the DED. Ultimate Beneficial Owner (UBO) Reporting UAE introduced UBO disclosure rules in 2020. Every company must maintain a register of its ultimate beneficial owners (natural persons own - ing or controlling, directly or indirectly, 25% or more, or exercising control by other means) and provide this information to the authorities. Annual Financial Accounts LLCs and JSCs are required to prepare annual financial statements. A private or public JSC
must file audited financial statements with the SCA and the Ministry of Economy, and hold an annual general assembly to approve the accounts. LLCs, while not required to file accounts with the authority for public record, must prepare them and have them approved by the shareholders annually. Some Emirates (eg, Dubai) require that the LLC’s audited financial statements be submitted to the DED through an online portal (this is mainly to enforce the upcoming corporate tax compliance). Registrar Notifications Various company changes trigger mandatory fil - ings. Examples: change of company name or registered address (update licence), change in share capital, change in managers or directors (requires amendment to licence), amendment of business activities (requires regulatory approvals and licence update). Economic Substance Reporting Certain companies carrying out relevant activi - ties (like holding company, service centre, IP business, etc) are required to file an annual Economic Substance Regulation (ESR) notifica - tion and/or report to the Ministry of Finance to demonstrate adequate economic presence in the UAE. This applies to mainland and free zone companies in those categories and must be filed within a few months after financial year-end. Tax Filings Historically, UAE onshore companies had no corporate tax and thus no tax returns (except oil/gas and foreign bank branches which had separate arrangements). However, with the intro - duction of corporate tax from 2023, companies will need to register with the FTA, file annual cor - porate tax returns, and keep records for at least seven years. Also, companies that are VAT and CT-registered must file VAT and corporate tax
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