Key takeaways
- Ministerial Decision No. 84 of 2025 sets the audit rules for tax periods starting on or after 1 January 2025, replacing Ministerial Decision No. 82 of 2023.
- Audited financial statements are required for revenue over AED 50 million, for every Qualifying Free Zone Person, and for every Tax Group, whatever its revenue.
- Tax Groups need aggregated special-purpose statements, with intra-group items eliminated, audited under International Standards on Auditing.
- From 2026 tax periods, free zone distributors in a Designated Zone also need an agreed-upon-procedures report within 30 days after the return deadline.
For tax periods starting on or after 1 January 2025, Ministerial Decision No. 84 of 2025 determines which businesses must prepare audited financial statements for UAE corporate tax. The scope is wider than a revenue test alone would suggest. Any business with revenue over AED 50 million is caught. So is every Qualifying Free Zone Person, whatever its size, and every Tax Group, including groups whose combined revenue would never have triggered an audit on its own. For calendar-year businesses the first returns under the new rule are for FY2025, due by 30 September 2026.
The practical effect for a finance function is a change of sequence. Where an audit is required, the tax computation can no longer be finalised from management accounts and reconciled afterwards. The audit opinion comes first, and the return is built on it.
What changed in 2025
Ministerial Decision No. 84 of 2025 was issued on 25 March 2025 and replaces Ministerial Decision No. 82 of 2023. The old decision still governs tax periods that began before 1 January 2025, so the switch follows each entity's year end rather than the calendar:
- A calendar-year business is under the new rules from FY2025.
- A business with a year ending 31 March 2025 stays under the old rules for that year, because its period began on 1 April 2024. It moves to the new rules for the year starting 1 April 2025.
Where a group's UAE entities keep different year ends, they will move across at different times, and the audit plan has to reflect that.
Who needs audited financial statements under MD 84/2025
| Your position | Audited financial statements? |
|---|---|
| Revenue over AED 50 million | Yes |
| Qualifying Free Zone Person (QFZP), any revenue | Yes |
| Tax Group, any revenue | Yes: aggregated special-purpose statements |
| Non-resident with a UAE permanent establishment or nexus | Only if that PE or nexus revenue is over AED 50 million |
| None of the above | Not required by MD 84/2025 |
Revenue over AED 50 million
The test is revenue, not profit, and the decision says "over": an entity with revenue of exactly AED 50 million is not caught. The e-invoicing rules use a different formulation, revenue of AED 50 million or more, and the two are easily confused in board papers. An entity reporting exactly AED 50 million falls into the first e-invoicing wave without being caught by the audit rule on revenue alone.
Every Qualifying Free Zone Person
A QFZP is a free zone company that meets the conditions for the 0% rate on its qualifying income. Audited financial statements are one of those conditions, regardless of the company's size, so a free zone entity without them is simply not a QFZP. The cost of failing any condition is significant: the status is lost from the start of that tax period and for the next four, five tax periods in total.
Our free zone checker runs through the other conditions, and our free zone corporate tax service keeps them under review during the year rather than at year end.
Every Tax Group
A Tax Group is two or more UAE resident companies, with the parent holding at least 95% of each member, filing one return through the parent. MD 84/2025 requires audited financial statements for every Tax Group, whatever its revenue. A group of three companies with AED 9 million of combined revenue is caught by the same requirement as one with many times that figure.
The statements are special-purpose, aggregated statements. FTA Decision No. 7 of 2025 and Public Clarification CTP007 (August 2025) set the basis of preparation. They are prepared under IFRS or IFRS for SMEs, with intra-group transactions and balances eliminated, and audited under International Standards on Auditing (ISA).
All members must share the same financial year and accounting standards. That is a condition of forming a Tax Group in the first place, and it is also what makes the aggregation workable in practice.
For a group deciding whether to form or keep a Tax Group, the audit cost belongs in the analysis alongside the benefits. The group is also one taxable person for the AED 375,000 band, so it receives one 0% band rather than one per company. Our tax groups and restructuring team models both sides of that decision.
Non-residents
A foreign company counts only the revenue of its UAE permanent establishment (PE) or nexus towards the AED 50 million. An overseas company with AED 900 million of worldwide revenue and AED 35 million of PE revenue is not caught by the revenue test. The point is easy to miss when the question is answered by a group reporting team working from consolidated figures.
New for 2026: the AUP report for free zone distributors
FTA Decision No. 6 of 2026 was issued on 2 June 2026 and published on 14 July 2026. It applies to tax periods starting on or after 1 January 2026. A QFZP that distributes goods in or from a Designated Zone now needs an agreed-upon-procedures (AUP) report under ISRS 4400 from an independent auditor, in addition to its audited financial statements.
The report is due within 30 days after the corporate tax return deadline. For a calendar FY2026, the return is due by 30 September 2027 and the report 30 days later, on 30 October 2027. That date is a Saturday, so the safe course is to submit by Friday 29 October 2027.
The consequence of missing it reaches beyond the report itself. Without it, the distribution activity is not treated as qualifying. Its income then counts as non-qualifying revenue, which can take the company over the de minimis limit of 5% of total revenue or AED 5 million, whichever is lower, and with it the QFZP status for the entire company.
Fitting the audit inside the 9-month filing window
The return must be filed, and the tax paid, within 9 months of the end of the tax period.
| Financial year ended | Return and payment due |
|---|---|
| 31 Dec 2025 | 30 Sep 2026 |
| 31 Mar 2026 | 31 Dec 2026 |
| 30 Jun 2026 | 31 Mar 2027 |
The order is fixed. Close the books, complete the audit, prepare the tax computation from the audited figures, then file and pay. A return filed on draft numbers that later move in the audit may need correcting. Since 1 April 2026, an error of more than AED 10,000 requires a voluntary disclosure within 20 business days, with a penalty of 1% per month on the tax difference.
Filing late to wait for the audit is not a safe alternative. A late return costs AED 500 per month or part month for the first 12 months, and late payment attracts 14% a year, applied monthly. The deadline finder gives the dates for any year end.
Once the return is in, the audited statements and the records behind them must be kept for 7 years after the end of the tax period.
Where businesses get this wrong
- Assuming a small Tax Group is outside the rule. Every Tax Group needs audited statements.
- Treating the QFZP audit as optional. It is a condition of the 0% rate.
- Counting worldwide revenue as a non-resident. Only PE or nexus revenue counts.
- Booking the audit too late. The return deadline does not move to fit the audit timetable.
- Grouping companies with different year ends or accounting standards. A Tax Group requires the same financial year and standards across its members.
How ebs can help
ebs Chartered Accountants is a firm of chartered accountants with Big Four audit-firm experience. Through our CT-ready accounting and audited financials service, we provide audited financial statements where corporate tax requires them, including aggregated special-purpose statements for Tax Groups, and we plan the AUP work for free zone distributors. Our tax team then prepares the return from the audited figures, with the audit timetable set back from your 9-month deadline. The first consultation is free: contact us.
This article is general information as at 30 July 2026, not advice on your specific circumstances. Tax rules change; check the current position before acting.