Corporate Governance for a Small UAE Company: The Records You Must Keep and the Filings That Are Triggered Rather Than Diarised

Nobody from your licensing authority is going to arrive at your office and ask to see your minute book. That is the single most misleading fact about corporate governance in a small UAE company, because it teaches founders that governance is optional right up until the moment it is not.

The moment is always the same. A bank runs a periodic review and asks for a resolution nobody ever wrote. A buyer's lawyer compares your Ultimate Beneficial Owner register against your share certificates and finds a name that left two years ago. A renewal stalls because the tenancy, the licence and the establishment card no longer agree with each other. None of that is an inspection. It is a third party checking your file at the worst possible moment, and by then the fix is retrospective, which is always slower and occasionally impossible.

Governance for a company with four people is not board committees or policy manuals. It is a much shorter list: keep the records, pass the resolutions, keep the registers current, get audited where audit is a condition of something you rely on, and register and file for Corporate Tax whether or not you owe anything.

Since 2013, BusinessDubai.ae has set up UAE companies and then maintained them, which means we spend as much time fixing corporate files as creating them. This guide covers what a small company must actually keep and file, what is dated, what is triggered, and where the gaps get found.

One boundary before we start. This article is about obligations that run outward, to your authority, your registrar and the Federal Tax Authority. It is not about what the founders agreed between themselves. Equity splits, vesting, decision rights between co-owners, deadlock, leaver terms and drag along are private contract questions covered in our guide to the UAE founders' shareholder agreement. That document is never filed anywhere. This one is about the file that is.

What does governance actually mean at this size?

Short answer: keeping the company's own record straight, so that the public record, the bank's file and reality all say the same thing.

Large-company governance is about controlling management on behalf of absent owners. In a four-person UAE company the owners are the management, so that problem does not exist. What does exist is a documentation problem, and it is entirely practical.

Real Talk: Founders hear "corporate governance" and picture something for companies with a general counsel. Then a bank asks for the resolution authorising the new signatory, or a buyer asks for three years of minutes, and the company discovers that the entire governance requirement was about twenty pages of paperwork it could have produced at the time in an afternoon each. Nothing here is difficult. It is only difficult retrospectively.

Setting up and want the corporate file built properly from day one? Talk to a setup expert→

What records must the company actually keep?

Short answer: the corporate file, the accounting records, the employee files and the tax records, and each has a different owner inside a small business, which is why each gets lost differently.

Four categories, and they are worth thinking about separately because they are kept by different people and asked for by different parties.

The corporate file. The trade licence and its history, the memorandum or articles including every amendment, the share or partner register, share certificates, the register of directors or managers, the establishment card, the UBO register, powers of attorney and every resolution ever passed. This is the file a bank, a buyer or a registrar asks for, and it is the one most often held as loose PDFs in three people's email.

The accounting records. Books of account, invoices and receipts, bank statements, contracts and the financial statements produced from them. Corporate Tax revenue is determined under IFRS or UAE GAAP [5], so your bookkeeping has to be capable of producing statements on a recognised basis, not just a spreadsheet that reconciles to the bank.

The employee files. Contracts, work permits and residence documents, leave and absence records, payroll and end of service calculations. These carry their own statutory retention rule, covered next.

The tax records. Corporate Tax registration details, returns, the elections made on those returns, VAT registration and returns if registered, and the evidence behind every figure.

We are not going to publish a single retention period covering all of these, because they are set by different instruments and some are set by your authority rather than federally. Confirm the accounting and tax retention periods that apply to your entity with the Federal Tax Authority and your licensing authority, and get the answer in writing.

Pro Tip: Keep one folder, controlled by the company rather than by a person, holding the corporate file in full. Not the founder's laptop, not one accountant's portal. The single most common reason a UAE company cannot answer a bank or a buyer quickly is that the documents exist but are distributed across people who have since left, changed email addresses or fallen out with each other. Our post-setup services team maintains that file for companies that would otherwise rebuild it under pressure.

How long must you keep employee records?

Short answer: not less than two years after the worker leaves, under Article 13 of Federal Decree-Law No. 33 of 2021.

This is the one federal retention rule most small employers get backwards, because the instinct on a departure is to close the file rather than keep it. Article 13 of Federal Decree-Law No. 33 of 2021 requires the employer to maintain the worker's file for not less than two years after the worker leaves the work [1].

That obligation exists for a reason that becomes obvious the first time it is tested. Almost every employment claim arrives after the employment has ended, and the employer's position rests entirely on what the file contains: the contract and its terms, the notice given, the leave taken, the wages paid and the end of service calculation.

Those calculations are exactly the ones people dispute. End of service gratuity under Article 51 runs at 21 days of basic wage per year of service for the first five years and 30 days per year after that, calculated on the last basic wage rather than the total package, pro-rated after one year of continuous service, with unpaid absence excluded and the total capped at two years' wage [1]. An employer who cannot evidence the basic wage, the service dates or the absence record is arguing from memory against a document.

Common Mistake: Treating a departure as the moment to clear the file. The statutory clock starts at departure and runs for at least two years from there [1], and the practical need for the file starts at departure too. Our labour law guide for employers sets out the obligations with article numbers, and our end of service gratuity guide works through the calculation.

When do you actually need a resolution?

Short answer: whenever the company does something that changes its public record, its mandate or its ownership, and always before the act rather than after it.

A resolution is simply a written record of a decision taken by the people entitled to take it. Shareholders pass shareholder resolutions. Where the entity has a board, directors pass board resolutions. In a small UAE company the same handful of people often wear both hats, which is precisely why the distinction gets skipped and precisely why it matters when a third party reads the file later.

The reliable test is not the size of the decision. It is whether an outside institution will need to see evidence that the company decided it.

Two practical rules cover most of it. Write it before you do it, because a resolution dated after the act it authorises is the first thing a careful reader notices. And match the format your authority actually accepts, since free zones commonly require their own template, corporate shareholders need a board resolution from the shareholder entity as well, and documents signed abroad may need attestation and legalisation. Our attestation guide and power of attorney guide cover both.

We are not going to state how often your company must hold a meeting, because that is set by your constitutional documents and your authority rather than by anything we could generalise. Ask your registrar what it requires and confirm it in writing.

Real Talk: The resolution that causes trouble is almost never the exciting one. It is the signatory change from three years ago that nobody minuted, discovered when the bank is refreshing its records and the person on the mandate has left the company. That is a two-hour problem when it happens and a two-week problem when it is found later by somebody else.

Why is the UBO register different from everything else you file?

Short answer: because it has no date. It is triggered by a change of ownership or control, and nothing in your calendar will remind you.

Every UAE company that is not exempt has to maintain a register of its Ultimate Beneficial Owners, alongside a register of shareholders or partners and, where relevant, a register of nominee directors. Those registers are filed with the registrar and have to be kept current.

That is a different shape of obligation from everything else on this page. The licence renews annually. The Corporate Tax return falls due within nine months of the tax period end [2]. VAT runs on a fixed cycle. All of those have a date, and dates get diarised. The UBO register has only a trigger.

Two points are widely misunderstood, and both are why the register goes stale in companies that are otherwise well run.

It is about control, not only shares. Someone who controls the company through voting arrangements, or through the right to appoint and remove the manager, can be a beneficial owner without holding a single share. Restructuring control is therefore a register event even when the shareholding is untouched, and that includes arrangements agreed privately between founders. What those private arrangements look like is covered in our founders' shareholder agreement guide; what the register has to say about them is the subject here.

The update window is set by your registrar and it is short. We are not printing a number of days, because authorities apply their own procedures. Ask for the window that applies to your entity and get it in writing.

Pro Tip: Attach the UBO update to the event rather than to a compliance calendar. Treat any ownership or control change as unfinished until the registrar has acknowledged the submission, in exactly the way you would treat it as unfinished until the amended licence is issued. Our UAE UBO requirements guide sets out who counts as a beneficial owner and what the register must contain, and our share transfer guide covers the full sequence that an ownership change sets off.

If your company is a Designated Non-Financial Business or Profession, ownership and control changes also feed the anti-money-laundering framework and its own duties, covered in our AML and CFT compliance guide.

Do you need audited financial statements?

Short answer: it depends on your free zone and on whether you are relying on Qualifying Free Zone Person status, and the second reason catches people who assumed the first did not apply to them.

There are two separate reasons a small UAE company ends up needing an audit, and they operate independently.

Because your free zone requires it. A number of free zones require audited financial statements as a condition of licence renewal, and the requirement varies by zone and sometimes by licence type or activity. There is no single national answer we could print that would be true across every authority, so confirm the position with your registrar in writing rather than inferring it from what a company in a different zone does.

Because you are claiming the 0% free zone rate. Qualifying Free Zone Person status applies the 0% rate only to qualifying income, and it depends on satisfying substance and activity conditions together with audited financial statements. Selling to UAE consumers or into the mainland is generally an excluded activity. Audit is not optional decoration here. It is one of the conditions of the treatment itself, so a company that relies on QFZP status and does not have audited statements is relying on something it does not have.

Common Mistake: Assuming that because Small Business Relief means no tax is payable, no audit and no accounts are needed. The two are unrelated. Small Business Relief is unavailable to a Qualifying Free Zone Person in any case [5], and revenue for the relief is determined under IFRS or UAE GAAP [5], so you still need accounts capable of producing that number. Our statutory audit requirements guide covers the practicalities, and our QFZP guide sets out the tests.

Our free zone company setup and mainland company setup pages set out what each route costs to run annually, which is the right place to build in the cost of an audit if your zone requires one.

What does Corporate Tax require, whether or not you owe anything?

Short answer: registration regardless of liability, and a return within nine months of your tax period end, with any relief elected on that return rather than instead of it.

This is the obligation that catches profitable, well-run small companies, because the arithmetic tells them there is nothing to pay and they conclude there is nothing to do.

Corporate Tax is 0% on taxable income up to AED 375,000 and 9% above, with the return and payment due within nine months from the end of the tax period [2], and the Federal Tax Authority has publicly urged submission and settlement inside that window [3]. Registration is required regardless of liability. Note the shape of that deadline: it runs from your tax period end rather than a calendar date shared with every other company, which is why it is so easily diarised wrongly.

Small Business Relief treats revenue at or below AED 3,000,000 as producing no taxable income, and the threshold applies to the current tax period and all previous ones [5]. Ministerial Decision No. 131 of 2026, issued on 29 July 2026, amended Ministerial Decision No. 73 of 2023 and extended availability to tax periods ending on or before 31 December 2029, from a previous cut-off of 2026 [5]. Four conditions matter for governance purposes:

• It must be elected on the Corporate Tax return. It is not automatic, and there is no election without a filed return [5].
• It is not available to a Qualifying Free Zone Person, nor to members of multinational groups with consolidated revenue above AED 3.15 billion [5].
• Other exemptions, reliefs and deductions are switched off for a period in which you elect, while a tax loss made in a period you elect is forfeited outright and only unutilised losses from earlier non-electing periods survive [5].
• Splitting a business artificially to stay under the threshold engages the general anti-abuse rule at Article 50 of the Corporate Tax Law [5].

Real Talk: The most common Corporate Tax failure we see in small companies is not underpayment. It is a company that owes nothing, knows it owes nothing, and never registered or filed, so the relief that produces the nil result was never elected and the obligation accumulated quietly while everyone believed they were compliant. Owing nothing and having nothing to do are different states.

VAT sits alongside it on its own thresholds: mandatory registration once taxable supplies and imports exceed AED 375,000, voluntary registration above AED 187,500 of taxable supplies, imports or expenses, at 5% [4]. Crossing the mandatory threshold is a monitoring obligation rather than a diary entry, which puts it in the same category as the UBO register.

One filing that used to belong on this page no longer does. Cabinet Decision No. 98 of 2024 cancelled the Economic Substance notification and report requirement for financial years ending after 31 December 2022, cancelled the fines for those years and refunded fines already paid [6]. Economic Substance still applies to financial years 2019 to 2022, and ADGM and DIFC operate their own registrar confirmations separately from the federal regime [6]. A good deal of guidance still tells small UAE companies to prepare an annual ESR notification. For years ending after 2022, they should not.

We are not printing penalty figures, deregistration deadlines or form names anywhere on this page. Those are matters for the Federal Tax Authority and your licensing authority, and they change. Our Corporate Tax filing guide and Small Business Relief guide cover the process, and our post-setup services team handles registration and the annual return.

Want the registration, the return and the register updates handled rather than remembered? Check your eligibility→

What is dated, and what is only triggered?

Short answer: the dated obligations look after themselves because they have deadlines. The triggered ones are the ones that fail.

This distinction explains almost every governance gap we are called in to fix. A company with a competent bookkeeper will not miss a return. The same company will sit for three years with a register naming a departed shareholder, because nothing ever asked it a question.

Quick Math: Look at how the dependency chain compounds. A tenancy or Ejari gates the licence renewal, the licence gates the establishment card, and the establishment card gates every residence visa the company sponsors. A lapse three steps up therefore reaches every employee and every dependant underneath, and lapsed residence status accrues at AED 50 per person per day at a flat rate. A single missed renewal at the top of that chain is not one problem. It is one problem multiplied by everyone on your visa file.

Pro Tip: Build one company calendar holding the dated items, and one short checklist attached to each triggering event. The checklist is the part that does not exist in most small companies, and the triggered items are the ones that fail, so the checklist is where the value is.

Why do governance failures surface at a bank or a sale?

Short answer: because nobody inspects a small company's paperwork, but everyone who might give it money or buy it reads the file carefully.

Three moments do the discovering, and all three are moments when you need something from somebody else, which is what makes the timing so poor.

A bank review. Banks refresh customer records periodically and re-run due diligence when ownership, control or signatories change, asking for amended constitutional documents, the updated share register, resolutions, and identity and source of wealth evidence on any new owner. Pending answers, a bank can restrict the account, require a new mandate, re-paper the relationship onto a new account and IBAN, or decide the profile falls outside its appetite.

A change of ownership. A buyer's lawyer reads the corporate file as a single document and notices when parts of it disagree: registers that do not match certificates, decisions with no resolution behind them, an audit never done. None of it is usually fatal, and all of it costs time and price.

A licence renewal. The least dramatic and the most disruptive, because the licence sits at the top of a chain that ends at every visa the company holds.

Quick Math: Monthly fees across common UAE business accounts run between AED 79 and AED 250 [8], and only FAB Basic carries a minimum average balance, at AED 10,000 with a AED 100 monthly fall-below fee [8]. Those numbers are trivial next to an unplanned account move. If a governance gap triggers a re-papering and you have to reissue banking details to two hundred customers mid-quarter, the collections delay dwarfs several years of monthly fees. When choosing a bank, weight how it handles a change of control at least as heavily as the headline pricing. Our UAE business bank account comparison works the pricing through.

Common Mistake: Reading the absence of enforcement as the absence of an obligation. Nobody knocks on the door, so the file stays as it is, and the company builds three or four years of small gaps that are individually trivial and collectively expensive. Each one takes minutes to close on the day it arises and days to reconstruct later.

Does any of this change by structure or emirate?

Short answer: the categories are the same everywhere. The audit requirement, the resolution formats and the update windows are not.

Mainland companies work off a memorandum of association with notarisation commonly required, and file through the emirate's economic department. Free zone companies work off articles of association and their registrar's own templates, and zones differ on audit, on whether documents can be signed remotely, and on how quickly registers must be updated. Offshore vehicles run through their own registrar with their own requirements and are covered on our offshore company formation page.

The route also sets the annual cost of keeping the company alive, which is the real governance budget. Our free zone company setup page prices the Dubai free zone package at AED 12,800 for the first year with one visa included, renewing at AED 9,920, and our mainland company setup page prices Dubai mainland standard at AED 18,200 first year with no visa, AED 15,000 on renewal, or AED 26,355 with one visa [7]. Outside Dubai the figures move again, with Ajman free zone at AED 12,800 and Sharjah licences from around AED 5,750 [7], covered on our Sharjah business setup page.

What does not change is the shape of the obligations: records kept, resolutions written before the act, registers updated on the trigger, audit where something depends on it, and Corporate Tax registered and filed on your own nine-month clock [2].

Real Client Stories

Real examples from businesses we have helped set up. Names have been changed for privacy.

Farida, whose account was restricted over a three-year-old signatory

Farida ran a profitable Dubai free zone consultancy with two staff, filed on time and paid everything owed. Her bank ran a periodic refresh and asked for the resolution appointing the current authorised signatory, who had replaced a founding partner three years earlier.

The change had been made properly at the free zone. It had never been minuted internally, and the bank's file still named the old signatory. The account was restricted while the position was reconstructed, which took nine days because a director now living overseas had to sign and have documents attested.

Her comment: "Everything was correct at the authority. The gap was that we never wrote down our own decision, and the bank was reading our file rather than the authority's."

Marcus, who owed no tax and had not filed

Marcus billed around AED 900,000 a year through a small mainland services company, comfortably inside the Small Business Relief threshold [5]. He concluded, reasonably enough, that a company owing nothing had nothing to file.

Registration is required regardless of liability, the return is due within nine months of the tax period end [2], and Small Business Relief is elected on that return rather than applying automatically [5]. Two tax periods had passed before it surfaced. The exposure was administrative and it was resolved, but it had been running quietly the whole time.

His comment: "I had the arithmetic right and the obligation wrong. Nil to pay is not the same as nothing to do."

Anil, whose free zone renewal exposed the whole chain

Anil's company let a tenancy lapse while moving premises. The tenancy gated the licence renewal, the licence gated the establishment card, and the establishment card gated all five residence visas the company sponsored, including two dependants.

Nothing had been done dishonestly and nothing was even late by much. The chain simply ran in one direction and the top link had come loose, so a premises problem became an immigration problem for five people in under a fortnight.

His comment: "I thought of the tenancy as an office admin matter. It turned out to be the thing holding up everyone's residence."

Keep the file straight while it is still cheap

Nobody is coming to inspect your small UAE company. That is exactly why the file drifts, and exactly why the drift is only ever discovered by a bank, a buyer or a renewal.

The list is short. Keep the corporate file, the accounting records, the employee files and the tax records in one place the company controls, and keep employee files for not less than two years after the worker leaves [1]. Write resolutions before the act they authorise, in the format your authority accepts. Update the Ultimate Beneficial Owner register when ownership or control moves, because that obligation is triggered rather than dated. Get audited where your free zone requires it or where you rely on Qualifying Free Zone Person status. Register for Corporate Tax whether or not you owe anything and file within nine months of your own tax period end, electing Small Business Relief on the return if it applies [2] [5]. And stop preparing Economic Substance notifications for financial years ending after 31 December 2022, because that requirement was cancelled [6].

For penalty amounts, retention periods, deregistration timing and form names, ask the Federal Tax Authority and your licensing authority and get the answer in writing.

Since 2013, BusinessDubai.ae has set up UAE companies and maintained them afterwards. We will build the corporate file at formation, keep the registers and filings current, and tell you which of these obligations actually applies to your entity rather than to companies in general. Our post-setup services team handles the tax registration, the annual return and the register updates. For the private side, meaning what the founders agree between themselves about equity, vesting, control and exit, our founders' shareholder agreement guide covers a document that is never filed anywhere and is no substitute for the ones that are.

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Frequently Asked Questions

What does corporate governance mean for a small UAE company?

Keeping the company's own record straight so that the public record, the bank's file and reality all agree. In practice that is four things: keep the records, write resolutions before the act they authorise, keep the registers current, and register and file for Corporate Tax whether or not you owe anything.

What records must a UAE company keep?

Four categories: the corporate file including the licence, constitutional documents, registers, resolutions and powers of attorney; the accounting records and financial statements; the employee files; and the tax registration, returns and supporting evidence. Confirm the applicable retention periods with the Federal Tax Authority and your licensing authority.

How long must I keep employee records in the UAE?

Not less than two years after the worker leaves, under Article 13 of Federal Decree-Law No. 33 of 2021 [1]. Employment claims almost always arrive after the employment has ended, so the file is needed exactly when the instinct is to close it.

Why do employee files matter after someone has left?

Because they are the evidence behind any later claim. End of service gratuity is calculated at 21 days of basic wage per year for the first five years and 30 days per year after, on the last basic wage and capped at two years' wage, with unpaid absence excluded [1]. Without the file you are arguing that calculation from memory.

What is a shareholder resolution and when do I need one?

A written record of a decision taken by the shareholders. You typically need one to appoint or change the manager or authorised signatory, amend the constitutional documents, transfer shares or admit a shareholder, change activities or trade name, appoint the auditor, approve financial statements, grant a power of attorney, approve a distribution or close the company.

What is the difference between a shareholder resolution and a board resolution?

Shareholders pass shareholder resolutions as owners. Directors pass board resolutions as managers. In a small UAE company the same people often hold both roles, but the distinction still matters because a third party reading the file later needs to see that the decision was taken by whoever was entitled to take it.

How often must a small UAE company hold meetings?

That is set by your constitutional documents and your licensing authority rather than by any figure we could generalise. Ask your registrar what it requires for your legal form and get the answer in writing.

What is the UBO register, and how often must it be updated?

A register of the company's Ultimate Beneficial Owners, filed with your registrar. It is not an annual filing. It has to be updated whenever ownership or control changes, so the trigger is the change itself. Confirm the applicable update window with your registrar, since authorities apply their own procedures.

Can the UBO register change if no shares have moved?

Yes. The register covers beneficial ownership and control, so someone who controls the company through voting arrangements or the right to appoint and remove the manager can be a beneficial owner without holding a share. Restructuring control is a register event even when the shareholding is untouched.

Does a small UAE company need audited financial statements?

It depends on two separate things: whether your free zone requires them as a renewal condition, which varies by zone and sometimes by licence type, and whether you are claiming Qualifying Free Zone Person status, for which audited financial statements are one of the conditions. Confirm the first with your registrar in writing.

Do I still need accounts if Small Business Relief means I owe no tax?

Yes. Revenue for the relief is determined under IFRS or UAE GAAP [5], so you need bookkeeping capable of producing that figure, and the relief is elected on a return you still have to file. Small Business Relief is also unavailable to a Qualifying Free Zone Person in any case [5].

Is audit a condition of the 0% free zone rate?

Yes. Qualifying Free Zone Person status applies 0% only to qualifying income and depends on substance and activity conditions together with audited financial statements, with sales to UAE consumers or into the mainland generally excluded. A company relying on QFZP status without audited statements has not met a condition of the treatment.

Do I have to register for Corporate Tax if my company owes nothing?

Yes. Registration is required regardless of liability, and the return is due within nine months of the tax period end [2]. The Federal Tax Authority has publicly urged submission and settlement within that window [3].

What is Small Business Relief, and is it automatic?

It treats revenue at or below AED 3,000,000 as producing no taxable income, and it is not automatic. It must be elected on the Corporate Tax return, the threshold applies to the current tax period and all previous ones, and Ministerial Decision No. 131 of 2026 extended availability to tax periods ending on or before 31 December 2029 [5].

What are the conditions attached to electing Small Business Relief?

It is unavailable to a Qualifying Free Zone Person and to members of multinational groups above AED 3.15 billion of consolidated revenue. Other exemptions, reliefs and deductions are switched off for a period in which you elect, while The loss rule cuts both ways. A loss made in a period where you elect is forfeited, while unutilised losses and disallowed net interest expenditure from earlier periods where you did not elect carry forward into later periods where you again do not elect. Splitting a business artificially to stay under the threshold engages the general anti-abuse rule at Article 50 [5].

When must a small company register for VAT?

Registration is mandatory once taxable supplies and imports exceed AED 375,000, and voluntary registration is available above AED 187,500 of taxable supplies, imports or expenses, at a rate of 5% [4]. Crossing the mandatory threshold is something you have to monitor rather than something a calendar tells you.

Do I still need to file an Economic Substance notification?

Not for financial years ending after 31 December 2022. Cabinet Decision No. 98 of 2024 cancelled the notification and report requirement for those years, cancelled the associated fines and refunded fines already paid [6]. Economic Substance still applies to financial years 2019 to 2022, and ADGM and DIFC run their own registrar confirmations [6].

What penalties apply for getting this wrong?

We do not publish penalty figures, because they are set by the authorities, differ by obligation and change. Ask the Federal Tax Authority for the tax position and your licensing authority for the licensing and register position, and get the answer in writing.

How do governance failures usually come to light?

Almost never through an inspection. They surface when a bank runs a periodic review or reacts to a change of control, when a buyer's lawyer reads the corporate file during diligence, when a licence renewal exposes a lapsed tenancy, or when an employment claim arrives after someone has left.

What happens at a bank review if my records are out of date?

The bank can restrict the account while it re-runs due diligence, require a new signatory mandate, re-paper the relationship onto a new account and IBAN, or decide the profile falls outside its risk appetite. Monthly account fees run between AED 79 and AED 250 [8], which is trivial next to an unplanned account move.

Why does a lapsed tenancy affect residence visas?

Because the chain runs in one direction. A tenancy or Ejari gates the licence renewal, the licence gates the establishment card, and the establishment card gates every residence visa the company sponsors. A problem at the top reaches every employee and dependant underneath it.

Is a shareholders' agreement part of corporate governance?

Not in the sense used here. A shareholders' or founders' agreement is a private contract between the owners about equity, vesting, decision rights, deadlock and exit, and it is never filed with any authority. It is covered in our founders' shareholder agreement guide. This article covers the obligations that run outward to your registrar and the FTA.

Related reading: UAE Founders' Shareholder Agreement, UAE UBO Requirements, Statutory Audit Requirements UAE, UAE Corporate Tax Filing

References

[1] Ministry of Human Resources and Emiratisation. Federal Decree-Law No. 33 of 2021, Article 13 requiring the employer to keep the worker's file for not less than two years after the worker leaves the work, Article 43 on notice of not less than 30 and not more than 90 days as agreed, and Article 51 on end of service benefits at 21 days of basic wage per year for the first five years and 30 days per year after, on the last basic wage, excluding unpaid absence and capped at two years' wage. Federal Decree-Law No. 33 of 2021 (PDF)

[2] The Official Portal of the UAE Government and Federal Tax Authority. Corporate tax at 0% on taxable income up to AED 375,000 and 9% above, with the return and payment due within nine months from the end of the tax period. u.ae corporate tax

[3] Federal Tax Authority. Public guidance urging submission of Corporate Tax returns and settlement of Corporate Tax liabilities within nine months from the end of the tax period. FTA nine-month guidance

[4] Federal Tax Authority. Registration for VAT, with mandatory registration above AED 375,000 of taxable supplies and imports, voluntary registration above AED 187,500 of taxable supplies, imports or expenses, at a rate of 5%. FTA VAT registration

[5] UAE Ministry of Finance and Federal Tax Authority. Ministerial Decision No. 131 of 2026, issued 29 July 2026, amending Ministerial Decision No. 73 of 2023 on Small Business Relief and extending availability to tax periods ending on or before 31 December 2029, with the AED 3,000,000 revenue threshold applying to the current and all previous tax periods, election required on the return, revenue determined under IFRS or UAE GAAP, exclusions for Qualifying Free Zone Persons and multinational group members above AED 3.15 billion, other exemptions and reliefs switched off for an elected period, The loss rule cuts both ways. A loss made in a period where you elect is forfeited, while unutilised losses and disallowed net interest expenditure from earlier periods where you did not elect carry forward into later periods where you again do not elect, and artificial separation engaging the anti-abuse rule at Article 50. MoF financial legislation and FTA Small Business Relief

[6] UAE Ministry of Finance. Cabinet Decision No. 98 of 2024 amending Cabinet Decision No. 57 of 2020 on Economic Substance, cancelling the notification and report requirement for financial years ending after 31 December 2022 and cancelling those fines, with paid fines refunded, Economic Substance continuing to apply to financial years 2019 to 2022, and ADGM and DIFC operating their own registrar confirmations. MoF Economic Substance announcement

[7] BusinessDubai.ae money pages. Dubai free zone package at AED 12,800 for the first year with one visa included and AED 9,920 on renewal; Dubai mainland standard at AED 18,200 first year with no visa, AED 15,000 on renewal, and AED 26,355 with one visa; Ajman free zone at AED 12,800; Sharjah licences from around AED 5,750. Dubai business setup cost breakdown

[8] BusinessDubai.ae. UAE business banking comparison covering monthly fees from AED 79 to AED 250, the AED 10,000 minimum average balance on FAB Basic and its AED 100 monthly fall-below fee, figures as at August 2026. UAE business bank account comparison

[9] BusinessDubai.ae. Internal data from UAE company formations and post-setup maintenance since 2013, covering the corporate file, register and resolution gaps most often found during bank reviews, licence renewals and ownership changes. businessdubai.ae