Taxation of Partnerships in UAE: Unincorporated vs. Incorporated

The UAE corporate tax system treats partnerships differently based on whether they are incorporated or unincorporated. This distinction affects tax obligations and compliance requirements.
Feb 5



Quick Takeaways:

  • Incorporated partnerships (LLPs) are treated as separate legal entities and taxed at the partnership level.
  • Unincorporated partnerships pass income and tax obligations to individual partners.
  • Tax Filing and Payment Deadlines: Partnerships must adhere to standard corporate tax filing deadlines (9 months after the tax period ends).

UAE Tax Law Sections:

  • Article 16 of Federal Decree-Law No. 47 of 2022 details taxation of partnerships.
  • Ministerial Decision No. 127 of 2023 outlines reporting requirements for unincorporated partnerships.


Details:

  • Unincorporated partnerships must allocate profits and expenses among partners based on the partnership agreement.
  • Partners must report their share of the partnership's taxable income individually.
  • Incorporated partnerships (LLPs) are required to file a corporate tax return and pay tax at the entity level.


Case Study:
A UAE-based law firm structured as an unincorporated partnership initially reported its income at the entity level, leading to compliance issues. After restructuring as an LLP, it streamlined tax obligations and improved compliance with UAE tax laws.


Summary:
Choosing the right partnership structure is crucial for tax efficiency and compliance with UAE regulations.


How Fastlane Can Help:
Fastlane provides tailored tax advisory services for partnerships, ensuring businesses adopt the most beneficial structure and comply with FTA regulations.

About Fastlane Consultancy : Fastlane Consultancy is a leading corporate tax advisory firm in the UAE, specializing in tax compliance, financial structuring, and business consulting. Our team of professionals assists companies with:

  • Corporate tax registration and filing
  • Tax computation and optimization
  • Compliance with FTA regulations
  • Tax group structuring and reporting
  • Advisory on cross-border transactions and withholding tax

With years of expertise in the UAE’s evolving tax landscape, Fastlane provides businesses with tailored solutions to ensure compliance and tax efficiency. Contact us today for a consultation on your corporate tax needs.

 

1. Limited Liability Company (LLC)
Overview: An LLC is the most common form of business entity for foreign investors in the UAE. It requires a minimum of two and a maximum of 50 shareholders, with the liability of shareholders limited to their shares in the company’s capital.
Key Features:
Local Sponsorship: Traditionally, an LLC required 51% ownership by a UAE national, but recent changes allow for 100% foreign ownership in certain sectors.
Capital Requirements: No minimum capital requirement in many Emirates, though some free zones may have specific requirements.
Flexibility: Suitable for a wide range of commercial activities except for insurance, banking, and investment.
Advantages:
Flexibility in business operations.
Limited liability protects shareholders’ personal assets.
Capability to open branches or subsidiaries.
2. Free Zone Company
Overview: Free zones are designated areas offering specific economic advantages. Businesses in these zones can be 100% foreign-owned, and they benefit from tax exemptions and simplified import/export procedures.
Types of Free Zone Entities:
Free Zone Establishment (FZE): Single shareholder.
Free Zone Company (FZC): Multiple shareholders.
Branch of a Foreign Company: No share capital required.
Key Features:
Tax Benefits: 0% corporate and personal tax for a set number of years.
Ownership: 100% foreign ownership.
Repatriation: Full repatriation of profits and capital.
Advantages:
Ideal for export-oriented businesses.
Simplified business setup and operational processes.
Clusters of similar businesses encourage networking and growth.
3. Branch Office
Overview: A branch office is an extension of a foreign parent company that can conduct business in the UAE but does not have a separate legal identity from the parent company.
Key Features:
Scope: Can carry out activities similar to those of the parent company, excluding manufacturing.
Ownership: Requires a local service agent but does not require a local sponsor or partner.
Liability: Liabilities extend to the parent company.
Advantages:
Direct representation of the parent company.
Beneficial for companies seeking to expand their market presence in the UAE.
4. Representative Office
Overview: A representative office can be set up to promote the parent company’s products or services and facilitate contracts but cannot engage in commercial activities or generate profit.
Key Features:
Scope: Limited to marketing and promoting the parent company.
Ownership: Requires a local service agent.
Liability: Limited as it does not engage in profit-generating activities.
Advantages:
Cost-effective way to establish a presence in the UAE.
Facilitates market research and business development.
5. Public Joint Stock Company (PJSC)
Overview: A PJSC is suitable for large enterprises and requires at least 10 founders who subscribe to shares through a public offering.
Key Features:
Capital Requirements: Minimum share capital of AED 10 million.
Public Subscription: Shares can be publicly traded on the stock market.
Management: Managed by a board of directors.
Advantages:
Access to capital through public markets.
Enhanced corporate visibility and credibility.
6. Private Joint Stock Company (PrJSC)
Overview: Similar to a PJSC but does not offer shares to the public. It is ideal for larger private ventures and requires at least three shareholders.
Key Features:
Capital Requirements: Minimum share capital of AED 2 million.
Ownership: Shares are privately held and not publicly traded.
Management: Managed by a board of directors.
Advantages:
Suitable for large private investments.
Greater control over company management and operations.
Conclusion
Choosing the right legal structure is crucial for the success of a business in the UAE. Each structure offers distinct advantages, regulatory requirements, and suitability depending on the business’s nature and goals. Understanding these options helps entrepreneurs and investors make informed decisions, ensuring their business operates effectively and complies with UAE regulations.
For more detailed information and guidance on setting up a business in the UAE, consult the UAE Ministry of Economy and specific free zone authorities such as Dubai Multi Commodities Centre (DMCC) or Jebel Ali Free Zone (JAFZA).
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