Ministerial Decision No. 84 of 2025 — Who Must Prepare Audited Financial Statements Under UAE Corporate Tax Law?

Ministerial Decision No. 84 of 2025, issued on 25 March 2025 and effective from the same date, replaces Ministerial Decision No. 82 of 2023 and establishes updated rules on which entities must prepare and maintain audited financial statements for the purposes of Federal Decree-Law No. 47 of 2022 on the Taxation of Corporations and Businesses (the UAE Corporate Tax Law). This decision applies to Tax Periods commencing on or after 1 January 2025.

Who Must Prepare Audited Financial Statements?

Article 2 of MD 84 of 2025 identifies two mandatory categories:

• Taxable Persons (not a Tax Group) that derive Revenue exceeding AED 50,000,000 (fifty million dirhams) during the relevant Tax Period.
• Qualifying Free Zone Persons (QFZPs) — regardless of their revenue level.

What Counts as Revenue for Non-Residents?

For Non-Resident Persons, only revenue derived through Permanent Establishments (PEs) and/or nexuses in the UAE is taken into account when calculating whether the AED 50 million threshold is met. Revenue from overseas operations that does not flow through a UAE PE is excluded from this calculation.

Rules for Tax Groups

Tax Groups have a distinct obligation. Instead of standard audited financial statements, a Tax Group must prepare and maintain audited special purpose financial statements in the form, procedures, and rules specified by the Federal Tax Authority (FTA). This obligation derives from Article (54)(2) of the Corporate Tax Law read together with Article (3) of Ministerial Decision No. 114 of 2023 on accounting standards.

Additional Requirements for QFZPs Engaged in Distribution Activities

A Qualifying Free Zone Person engaged in the distribution of goods or materials in or from a Designated Zone — as defined under Ministerial Decision No. 265 of 2023 on Qualifying Activities and Excluded Activities — must also comply with any additional procedures prescribed by the FTA, over and above the standard audit requirement.

Repeal of Ministerial Decision No. 82 of 2023

MD 82 of 2023 is fully repealed by MD 84 of 2025. However, MD 82 of 2023 continues to apply to Tax Periods that commenced before 1 January 2025. Businesses whose first Tax Period under CT law started before that date should refer to the earlier decision for those periods.

What Changed from MD 82 of 2023?

The key substantive change is the explicit clarification on how the AED 50 million revenue threshold applies to Non-Resident Persons — only UAE-sourced PE/nexus revenue counts. The structure and mandatory categories remain broadly consistent, but the new decision provides greater legal clarity and consolidates related provisions.

Practical Compliance Steps

• Determine whether your Revenue for the Tax Period exceeded AED 50 million.
• If you are registered as a Qualifying Free Zone Person, begin audit preparations immediately regardless of revenue.
• If you are part of a Tax Group, confirm with your representative member that audited special purpose financial statements are being prepared.
• Engage a licensed UAE auditor in advance — audit timelines require sufficient lead time before Tax Return filing deadlines.

How Abdelhamid & Co. Can Help

Our firm is licensed by the Ministry of Economy and registered with the FTA as a Tax Agent (TAAN: 20033908). We prepare statutory audited financial statements, special purpose financial statements for Tax Groups, and corporate tax compliance reports in full alignment with MD 84 of 2025 and the UAE Corporate Tax Law.

Frequently Asked Questions

Last reviewed: May 2025 | Reference: Ministerial Decision No. 84 of 2025