Ministerial Decision No. 84 of 2025, issued on 25 March 2025, sets out which UAE taxable persons must keep audited financial statements under the Corporate Tax regime. It replaces Ministerial Decision No. 82 of 2023 and applies to tax periods commencing on or after 1 January 2025. The headline tests are a revenue threshold of AED 50 million, Qualifying Free Zone Person status, and membership of a Tax Group.
Key takeaways
- Ministerial Decision No. 84 of 2025 was issued on 25 March 2025 and applies to tax periods commencing on or after 1 January 2025.
- It repeals Ministerial Decision No. 82 of 2023, which previously set the categories of taxable persons needing audited financial statements.
- A taxable person outside a Tax Group must keep audited financial statements if its revenue exceeds AED 50 million in the tax period.
- Every Qualifying Free Zone Person (QFZP) must keep audited financial statements, regardless of revenue.
- A Tax Group must prepare and maintain audited special-purpose financial statements, irrespective of the revenue it derives.
- For a non-resident person, only revenue from permanent establishments or nexuses in the UAE counts toward the AED 50 million threshold.
Who must keep audited financial statements?
Three groups must keep audited financial statements under Decision No. 84: standalone taxable persons with revenue above AED 50 million, all Qualifying Free Zone Persons, and every Tax Group. Audited financial statements are accounts an independent auditor has examined and signed off, giving the FTA assurance that the figures behind a tax return are reliable. The trigger differs for each group, and the table below sets out who is caught and on what basis.
| Category | Audited financial statements required? |
|---|---|
| Taxable person not in a Tax Group | Yes, if revenue exceeds AED 50 million in the relevant tax period |
| Qualifying Free Zone Person (QFZP) | Yes, in every case, regardless of revenue |
| Tax Group | Yes, audited special-purpose financial statements, regardless of revenue |
Decision No. 84 shows where the FTA is focusing. A standalone company only crosses into the audit requirement once it is large enough, at AED 50 million of revenue. Free zone businesses claiming the 0 percent Qualifying Free Zone benefit, and consolidated Tax Groups, are in scope whatever their size, because the audited numbers are what support the regime they sit in. For a QFZP, the audit is effectively part of the price of the preferential rate.
The AED 50 million threshold, and how non-residents measure it
For a standalone taxable person, the test is revenue above AED 50 million in the relevant tax period. The Decision adds a specific rule for non-resident persons: when working out whether they cross AED 50 million, only revenue derived through their permanent establishments or nexuses in the UAE is counted. A non-resident does not aggregate its worldwide revenue for this test; it looks solely at what its UAE taxable presence generates.
Foreign groups with a UAE branch or nexus feel this distinction most. A large multinational could be well over AED 50 million globally yet fall under the threshold in the UAE if its local establishment is small, in which case the standalone audit trigger is not met on revenue alone. The measurement is UAE-sourced, not group-wide.
A Qualifying Free Zone Person needs audited financial statements no matter how small it is. The AED 50 million threshold only relieves standalone taxable persons; it does not help a QFZP or a Tax Group.
What changed from Ministerial Decision No. 82 of 2023
Decision No. 84 repeals and replaces Decision No. 82 of 2023, which had set the earlier categories of taxable persons required to keep audited financial statements. The cut-off between the two is the tax period start date: Decision No. 82 continues to govern tax periods that began before 1 January 2025, while Decision No. 84 applies to tax periods commencing on or after that date. Businesses therefore need to check their tax period start rather than the calendar date when deciding which rule sets their obligation.
One further requirement sits alongside the audit obligation under Decision No. 84: a QFZP that distributes goods or materials in or from a Designated Zone must also meet any additional conditions the Authority specifies. Distribution businesses in the free zones should confirm they satisfy those extra requirements as well as the core audit obligation before relying on the new rule.
What this means in practice
Decision No. 84 turns on one question: which of the three tests catches you? The answer decides whether an audit is mandatory rather than optional.
- Standalone company: track revenue against the AED 50 million line for the tax period.
- Free zone business: confirm QFZP status, which requires an audit regardless of revenue.
- Tax Group: arrange the audited special-purpose statements the regime requires.
- Non-resident: measure the revenue attributable to its UAE permanent establishment or nexus separately from the rest of its group.
Revenue is tested each tax period, so a company that crosses AED 50 million one year and falls below it the next can move in and out of the requirement year by year. SBC advisers track revenue against the threshold as the period runs, rather than letting the obligation surface only after the year has closed.
Frequently asked questions
Who needs audited financial statements under UAE Corporate Tax?
Under Ministerial Decision No. 84 of 2025, a standalone taxable person with revenue above AED 50 million in the tax period, every Qualifying Free Zone Person regardless of revenue, and every Tax Group must prepare and maintain audited financial statements. It applies to tax periods commencing on or after 1 January 2025.
Does a Qualifying Free Zone Person always need audited accounts?
Yes. A QFZP must keep audited financial statements in every case, irrespective of the revenue it derives. The AED 50 million threshold that relieves smaller standalone companies does not apply to a QFZP, so free zone businesses relying on the 0 percent regime need audited numbers regardless of size.
How is the AED 50 million threshold calculated for a non-resident?
Only revenue derived through the non-resident's permanent establishments or nexuses in the UAE is counted toward the AED 50 million threshold. Worldwide revenue is not aggregated, so a large foreign group can fall under the threshold in the UAE if its local taxable presence is small.
Does Ministerial Decision No. 84 replace the earlier rules?
Yes. It repeals Ministerial Decision No. 82 of 2023. Decision No. 82 still governs tax periods that began before 1 January 2025, while Decision No. 84 applies to tax periods commencing on or after 1 January 2025.
How SBC Tax Consulting can help
Knowing whether you cross the AED 50 million line, or are caught as a QFZP or Tax Group, is the first step to a clean filing. Our corporate tax team confirms your audit obligation under Decision No. 84 and coordinates the audit and assurance work, while our international tax specialists handle the permanent establishment analysis that drives a non-resident's threshold. To check your position for the current tax period, contact our team or read our tax FAQs.
This publication is for general information only and does not constitute professional advice. Please consult your SBC advisor before acting on any matter covered here.