- DED trade licence renewal is mandatory for all mainland companies; typical cost AED 10,000–50,000 per year
- UBO register non-compliance carries penalties of AED 100,000–1,000,000 per offence; updates required within 15 days of any change
- DIFC entities must appoint a registered company secretary; mainland LLC has no formal requirement but the Managing Partner fulfils the same obligations
- Transfer pricing documentation is required for related-party transactions exceeding AED 40 million; specialist study costs AED 30,000–200,000 per year
- Basic compliance management for a mainland LLC costs AED 5,000–20,000 per year; full DIFC secretarial services cost AED 20,000–60,000 per year
- Country-by-country reporting under the Corporate Tax Law 2023 applies to groups with consolidated revenue above AED 3 billion
Updated August 2026. The UAE corporate governance landscape changed materially when Federal Decree-Law No. 32 of 2021 replaced the old Commercial Companies Law, and again in 2023 when the Corporate Tax Law introduced transfer pricing, related-party disclosures, and country-by-country reporting obligations. This guide consolidates everything a UAE company director, finance officer, or company secretarial professional needs to know: the applicable legal framework by entity type, mandatory annual filings, UBO register obligations, company secretary responsibilities, and transfer pricing rules — with current indicative costs throughout.
UAE Corporate Governance Legal Framework
Three principal legal frameworks govern company operations in the UAE, depending on where the entity is licensed:
- Federal Decree-Law No. 32 of 2021 on Commercial Companies — applies to all mainland UAE companies (LLCs, PJSCs, and other onshore forms); replaced the previous Companies Law and modernised governance standards including UBO obligations and board requirements.
- DIFC Companies Law 2018 — governs entities registered in the Dubai International Financial Centre; modelled on the UK Companies Act 2006 with stricter governance requirements, a mandatory company secretary, and a public register of directors and UBOs.
- ADGM Companies Regulations 2015 — governs Abu Dhabi Global Market entities; similarly UK-style with comprehensive filing obligations and a registered agent requirement.
Overlaid on all three is the UAE Corporate Tax Law 2023 (Federal Decree-Law No. 47 of 2022), which introduced a 9% corporate tax rate, mandatory transfer pricing documentation, and economic substance requirements. The CT Law applies regardless of where in the UAE an entity is licensed.
Mandatory Annual Compliance Requirements by Entity Type
The table below compares core governance obligations across the three main entity categories. All three require annual licence renewal — there is no automatic rollover in any UAE jurisdiction.
| Requirement | Mainland LLC | Free Zone Entity | DIFC / ADGM Entity |
|---|---|---|---|
| Annual licence renewal | Yes — DED (Dubai) or equivalent emirate authority | Yes — relevant free zone authority | Yes — DIFC Registrar / ADGM Registration Authority |
| Statutory audit | Required if revenue exceeds AED 50 million | Required by most free zones regardless of revenue | Always required; financial statements filed with registrar |
| Annual General Meeting (AGM) | Required under Companies Law; within 4 months of year-end | Required by most free zones; timing varies by authority | Required; DIFC Companies Law specifies notice periods |
| Board minutes and resolutions | Required for all significant decisions | Required | Required; certain resolutions filed on DIFC Public Register |
| UBO register | Yes — submitted to DED / Ministry of Economy | Yes — submitted to free zone authority | Yes — DIFC / ADGM beneficial ownership register |
| Transfer pricing disclosure | Required under CT Law Art. 54 if related-party transactions >AED 40M | Required | Required |
| Company secretary | Not formally designated; Managing Partner fulfils this role | Recommended; required by some free zones | Mandatory — must be individual or approved firm |
| ESR (Economic Substance Regulations) | Required for relevant activities (holding, IP, finance, etc.) | Required for relevant activities | Required for relevant activities |
Annual Compliance Calendar: Mainland LLC (December Year-End)
The following calendar applies to a typical mainland LLC with a 31 December financial year-end. Companies with different year-ends should shift all month references proportionally.
| Month / Period | Action | Indicative Cost (AED) |
|---|---|---|
| January | Begin audit preparation; gather financial records for year ended 31 December | Internal cost only |
| March – April | Audited financial statements finalised (if required); AGM convened to approve accounts | 10,000 – 100,000 (auditor fee) |
| June | DED trade licence renewal submission; ensure all outstanding fines cleared before application | 10,000 – 50,000 |
| June | Ministry of Labour (MOHRE) work permit renewals for all employees | 500 – 1,000 per employee |
| September | Corporate Tax return filing (9 months after financial year-end under CT Law) | Accountant / tax advisor fee |
| Annual (ongoing) | ESR (Economic Substance Regulations) notification and report (if applicable activity) | Advisor fee varies |
| Annual (ongoing) | Country-by-country reporting if group consolidated revenue exceeds AED 3 billion | Varies by group complexity |
| Within 15 days of any change | UBO register update if shareholder, ownership percentage, or control structure changes | Government portal; no fee |
UAE UBO Register: Ultimate Beneficial Owner Requirements
Cabinet Resolution No. 58 of 2020 established the UAE’s Ultimate Beneficial Owner (UBO) register regime. This is one of the most consequential ongoing compliance obligations for UAE companies, and penalty enforcement has significantly increased since 2022.
Who qualifies as a UBO? A person who:
- Directly or indirectly owns 25% or more of the shares of the company, or
- Controls the company directly or indirectly through other means (voting rights, board control, contractual arrangements), or
- In the absence of any person meeting the above criteria, the senior managing official of the company
Who must register: all UAE companies — mainland and free zone — with the exception of companies listed on a recognised stock exchange (PJSC listed entities) and companies majority-owned by a UAE federal or emirate government entity.
Failure to maintain or update the UBO register carries administrative penalties of AED 100,000 to AED 1,000,000 per offence. Updates must be submitted within 15 calendar days of any change in beneficial ownership or control structure.
How to file: The UBO register is submitted electronically through the relevant authority’s portal — DED Business Connect for Dubai mainland companies, the relevant free zone authority’s portal for free zone companies, and the DIFC / ADGM registrar portals for financial centre entities. DIFC and ADGM maintain partially public registers; mainland and most free zone registers are accessible to competent authorities only.
The Company Secretary Role in the UAE
The company secretary is the officer responsible for ensuring a company meets its corporate governance, statutory filing, and administrative compliance obligations. The role and its mandatory nature differ significantly across UAE jurisdictions.
DIFC: A registered company secretary is a legal requirement. The company secretary must be an individual (not a corporate entity) or a firm specifically approved by the DIFC Registrar. The secretary’s name is recorded on the DIFC public register. Non-appointment is a registrable event that can trigger regulatory action.
ADGM: Similar requirement; all ADGM companies must have a company secretary or an approved registered agent performing the equivalent function.
Mainland LLC: Federal Decree-Law No. 32 of 2021 does not mandate a designated company secretary title for private LLCs. However, the Managing Partner or Director of an LLC is legally responsible for all the obligations a company secretary would discharge — including maintaining the commercial register, convening general meetings, filing UBO updates, and ensuring statutory records are current. Many LLCs outsource these responsibilities to a licensed company secretarial firm to reduce risk.
Standard company secretary responsibilities in the UAE include:
- Maintaining and updating the company’s statutory registers (shareholders, directors, UBOs)
- Preparing board meeting agendas, minutes, and resolutions
- Convening and documenting Annual General Meetings
- Filing annual returns and licence renewals with the relevant authority
- Updating the UBO register within 15 days of changes
- Ensuring compliance with Economic Substance Regulations notification deadlines
- Liaising with auditors and managing the audit process where required
- Coordinating transfer pricing documentation with tax advisors
Transfer Pricing Rules Under the UAE Corporate Tax Law 2023
The UAE Corporate Tax Law (Federal Decree-Law No. 47 of 2022, effective for financial years beginning 1 June 2023) introduced comprehensive transfer pricing rules aligned with OECD guidelines. These apply to all taxable persons — mainland, free zone qualifying income holders, and others — who transact with related parties.
The arm’s length principle: All transactions between related parties must be priced as if they were conducted between independent parties at market rates. The UAE adopts the OECD Transfer Pricing Guidelines as the primary reference.
Documentation requirements by threshold:
| Trigger Threshold | Documentation Required | Typical Specialist Cost (AED) |
|---|---|---|
| All related-party transactions | Disclosure on the corporate tax return (Article 54 disclosure form) | Included in CT compliance fee |
| Related-party transactions > AED 40 million | Transfer pricing study (Local File) documenting arm’s length pricing for each category of transaction | 30,000 – 200,000 / year |
| Group consolidated revenue > AED 3.15 billion | Master File providing a global overview of the group’s business, transfer pricing policies, and intercompany financing | Varies; often group-level exercise |
| Group consolidated revenue > AED 3.15 billion (UAE Ultimate Parent) | Country-by-Country Report (CbCR) filed with the UAE Federal Tax Authority | Varies by group complexity |
Related party definition: The CT Law defines related parties broadly — it includes persons with 50%+ common ownership, connected natural persons (family members, partners), and anyone over whom the taxpayer exercises control or who exercises control over the taxpayer. Transactions with free zone qualifying person subsidiaries also fall within scope.
Company Secretarial Services: Cost Guide 2026
The following fee ranges reflect what licensed company secretarial and corporate services firms in the UAE are currently charging. Free zone and DIFC costs are higher owing to stricter filing obligations and registrar fees.
| Service | Annual Cost (AED) | Notes |
|---|---|---|
| Basic compliance management (mainland LLC) | 5,000 – 20,000 / year | UBO register, board resolutions, licence renewal coordination |
| Full company secretarial (DIFC entity) | 20,000 – 60,000 / year | Includes registered company secretary, annual return filing, register maintenance |
| UBO register maintenance only | Included in above packages | Government portal submission; no direct government fee |
| Board meeting management (per meeting) | 2,000 – 10,000 / meeting | Agenda preparation, attendance, minutes drafting, resolution filing |
| Statutory audit arrangement and liaison | 10,000 – 100,000 / year | Auditor fee; varies by revenue, complexity, and audit firm tier |
| Transfer pricing study (local file) | 30,000 – 200,000 / year | Required when related-party transactions exceed AED 40 million; Big 4 fees at higher end |
Frequently Asked Questions
What is required for annual company compliance in the UAE?
Every UAE company — whether mainland, free zone, or financial centre — must renew its trade licence annually with the relevant authority. There is no automatic renewal; a missed renewal results in penalties and eventually licence cancellation. Beyond the licence, most companies must update the UBO register within 15 days of any ownership change, file a corporate tax return under the UAE CT Law 2023, and convene an Annual General Meeting to approve accounts. Companies with revenue above AED 50 million (mainland) or those in most free zones must also have audited financial statements prepared by a UAE-registered auditor. Companies in DIFC and ADGM face the strictest requirements, including filing annual returns and audited accounts with the registrar. Economic Substance Regulations notifications apply to entities carrying on relevant activities (holding, finance, IP, logistics, and others specified under the ESR framework).
What is the UBO register in the UAE and who must file?
The UAE Ultimate Beneficial Owner (UBO) register was established under Cabinet Resolution No. 58 of 2020. It requires all UAE companies to identify, record, and report the individuals who ultimately own or control them. A UBO is any person who owns 25% or more of a company’s shares or who exercises effective control through other means — including through voting rights, the power to appoint the majority of the board, or contractual arrangements. Almost all UAE companies must maintain this register, with the exception of companies listed on a recognised stock exchange and entities majority-owned by the UAE federal or emirate governments. The register must be updated within 15 calendar days of any change in UBO status. Non-compliance attracts penalties of AED 100,000 to AED 1,000,000 per offence. The register is submitted to the DED (for Dubai mainland), the relevant free zone authority, or the DIFC/ADGM registrar — whichever licensed the entity.
Is a company secretary mandatory in the UAE?
It depends on the jurisdiction. In DIFC and ADGM, a company secretary is a legal requirement — every entity must appoint a registered company secretary (an individual or a firm approved by the relevant registrar), and failure to do so is a registrable event that can attract regulatory action. In mainland UAE and most free zones, there is no formal company secretary designation under Federal Decree-Law No. 32 of 2021. However, the Managing Partner or Director of a mainland LLC is personally responsible for all the obligations a company secretary would normally discharge: keeping the commercial register current, filing UBO updates, convening board and general meetings, maintaining statutory records, and ensuring all renewals are completed on time. Many mainland LLCs retain a licensed corporate services firm to manage these obligations on their behalf, at a cost of AED 5,000–20,000 per year, to reduce the personal liability risk on the Managing Partner.
What are the UAE transfer pricing rules for related-party transactions?
The UAE Corporate Tax Law 2023 (Federal Decree-Law No. 47 of 2022) introduced transfer pricing rules that apply to all transactions between related parties. The core requirement is the arm’s length principle: intercompany transactions must be priced as if they occurred between independent parties at market rates, following OECD guidelines. All companies must disclose related-party transactions on their corporate tax return under Article 54. Where the total value of related-party transactions in a tax year exceeds AED 40 million, the company must prepare a formal Transfer Pricing Local File — a document that describes the nature of each transaction category, the pricing methodology applied, and comparable market benchmarks. Companies that are the UAE Ultimate Parent of a group with consolidated revenue above AED 3.15 billion must also prepare a Master File and file a Country-by-Country Report with the Federal Tax Authority. Transfer pricing documentation must be prepared contemporaneously (before the tax return is filed) and retained for a minimum of seven years. Specialist fees for a local file typically range from AED 30,000 to AED 200,000 per year depending on the complexity and number of transaction categories.
What are the penalties for non-compliance with UAE corporate governance requirements?
Penalties vary significantly by the specific obligation breached. UBO register non-compliance carries the most visible fines: AED 100,000 to AED 1,000,000 per offence under Cabinet Resolution No. 58 of 2020, and enforcement has intensified since 2022. Failure to renew a trade licence results in immediate fine accrual plus eventual cancellation of the licence, which suspends the company’s legal right to operate and triggers visa and work permit complications for sponsored employees. Under the UAE Corporate Tax Law, failure to file a corporate tax return or to maintain required transfer pricing documentation attracts administrative penalties set by Cabinet Decision No. 75 of 2023; late filing penalties begin at AED 500 per month. DIFC and ADGM entities face their own regulatory enforcement frameworks, and the relevant registrars can strike off companies, impose daily penalties, or disqualify directors for persistent non-compliance. Proactive compliance through a licensed company secretarial firm is substantially cheaper than the cost of remediation after a penalty notice.