Understanding Ownership Provisions in Tax Groups: Implications for Parent Companies and Subsidiarie

Under Article 40 of the UAE Corporate Tax Law, specific criteria and conditions must be met for the formation of a tax group. These provisions emphasize control, coherence, and consolidation among group members, with capital ownership serving as the structural foundation of the tax group.

Key Ownership Characteristics of a Tax Group:

A UAE tax group requires that legally recognized parent entities hold at least 95% equity, voting rights, and profit claims to establish financial control. Entities such as exempt persons, government bodies, and free zone entities are excluded from the tax group regime to maintain consistency in corporate taxation. Additionally, all members must follow a common financial year and apply uniform accounting standards to ensure transparency and facilitate streamlined financial reporting.

• Legal Classification of the Body: For the participant to become part of a tax group, each participant should be a recognized legal entity under the law of the UAE. LLCs, PJSCs, corporates, and trusts fall under the category.  Unincorporated partnership, civil companies, and establishments do not. Only formally recognized bodies are admissible
• Minimum Ownership Threshold: At least 95% equity must be retained in subsidiaries by the parent company. This control is direct or indirect, indicating a high financial influence and organizational integration within the group. Thus, the group fosters collective decisions and concerted actions from all its members.
• Voting Control Share: At least 95% of voting shares must be owned. Control gives the parent entity leverage over major decisions made in the subsidiaries. This requirement can easily lead to centralized governance but at the same time, places a restriction on the rights of voting that will often undermine flexibility.
• Right to Profits and Assets: The parent company must enjoy rights of at least 95% on the net profits and assets of subsidiaries. Conditions to this effect explain the financial interest in the parent entity and integration with the group. Net profits represent earnings within a fiscal year. Net assets refer to residual values of assets when liquidating a firm.
• Restrictions to exemptions:
  The following members of a tax group are not included:

• • Entities considered to be Exempt Persons under UAE Corporate Tax Law,
  • Certain government departments
  • Free zone entities, so that group members are taxed consistently and no distinctions arise.

• Free Zone Entities: Qualifying free zone regimes are not included in tax groups since their incentive systems are different. Their addition would affect the tax policies of the group.

• Common Financial Year: All the members must harmonize the financial reporting periods. Harmonization makes consolidation easier as well as facilitate integrated financial analysis and reporting.

• Consistent Accounting Practices: Uniform accounting standards should be complied with. This ensures no variations in the group's financial statements and full transparency in the group.

Read More: UAE VAT Law Exemptions with the Latest Amendments

Tax Group Effects: Parent Companies

The parent company holds tax obligations in the group in consolidated returns, remittances, and record-keeping. It shares liability for subsidiary taxes with increased financial risk. However, streamlined reporting through consolidated returns enhances administrative efficiency as concisely stated below:

Responsibility	Description	Potential Risk
Tax Compliance	Centralized to parent entity	Higher risk of non-compliance
Consolidated Tax Filing	Makes reporting easier	Requires careful management of data
Shared Liability	Accountability of subsidiaries	Increased financial vulnerability

Tax Group Effects: Subsidiaries

Subsidiaries lose control over tax decisions, become more vulnerable to financial vulnerability due to the joint liability concept, and face operational constraints that restrict independent decisions.
Key Considerations are given below:

Impact	Description	Implications
Loss of Autonomy	Matters are centrally managed by the parent entity	The decision authority is decreased
Shared Liability	Shared and several liability	Financial liability is increased
Exit Process	Requires strategic management	Is complex and time-consuming

Formation and Compliance Dynamics

• Government Participation:-
  Article 40 holds that a group tax can be constituted comprising entities such that the shares belonging to the government amount to at least 95%. The tax authority can demand more.

• Forming and Dissolving the Group:-
  A tax group will be bound to seek permission at the time of its creation and also the time of its dissolution. Dissolution generally takes place in case of failure of meeting either the ownership or the eligibility conditions.

Continuing Obligations Required

Members share joint tax liability and hence maintain proper records for compliance; subsidiary adjustments need to be done according to the regulatory requirements.Compliance Overview is given below:-

Requirement	Description
Single Taxable Entity	Parent is a single entity representative
Liability Sharing	Liability is distributed among the members
Record Maintenance	Satisfies that all tax regulations are met
Subsidiary Adjustments	Adjustments of any nature requires approval

Advantages of Creation of Tax Group

• Streamlined Compliance: Filing under the consolidated mechanism avoids heavy paperwork.
• Tax Efficiency: Losses of one entity may be adjusted with profits of another, thereby decreasing tax liability overall.
• Better Financial Reporting: The standard accounting principles better report financial information and hence are comparatively easier.

Challenges and Risks:

It only allows 95% ownership. This is demanding strict compliance and extensive internal controls. Overview is given below:-

Challenge	Description	Impact
Ownership Threshold	High Eligibility Criteria	Limits Involvement
Compliance Requirements	Heavy Administrative Work	Tight Management is Required
Liability Risks	Shared Responsibility	Greater Financial Exposure

Conclusion

Businesses are advised to seek the expert services of premier Tax Consultants in UAE to seamlessly determine taxability and ensure compliance with the corporate tax law. Contact us today and we shall be glad to assist you.

FAQ on Tax Group Ownership & Compliance in UAE

1. How to form a tax group in the UAE?
   

   A tax group must be composed of at least two legal entities wherein the parent company must hold at least 95% equity, voting rights, and profit claims on its subsidiaries.

2. What entities can comprise a tax group?
   

   Only incorporated bodies like LLCs, PJSCs, corporates, and trusts are eligible. Unincorporated partnerships, civil companies, and establishments are not eligible.

3. Are there any restrictions on entities joining a tax group?
   

   Yes, exempt persons, government departments, and free zone entities are not allowed in tax groups to ensure tax consistency.

4. What are the financial implications for a parent company in a tax group?
   

   It files the consolidated tax return, remittance, and accounts. It also carries the consolidated tax liability and therefore faces more financial risks.

5. What are the implications of the tax group for the subsidiaries?
   

   In a tax group, decision-making authority lies with the head entity, or the parent firm. The financial exposure risk is also at a higher risk because of common liability and because of operational hindrances.

6. What are the key tax compliance requirements of a tax group?
   

   Compliance includes maintaining correct records, standard accounting practices, harmonization of financial years, and subsidiary adjustments as mandated by the regulations.

7. Can a tax group be dissolved?
   

   Yes, a tax group can be dissolved in case it fails to satisfy the ownership or eligibility criteria. Formations and dissolutions are to be approved by the tax authorities.

8. How is the formation of a tax group beneficial?
   

   The most important advantages include simplified tax compliance, tax efficiency in loss offsetting profits, and enhanced financial reporting since accounting and bookkeeping practices are standardized.

9. What are the risks and disadvantages of tax groups?
   

   Major difficulties include strict compliance, much administrative work, and shared financial liability. The 95% threshold also limits participation.

10. What is the VAT treatment of tax groups?
    

    A tax group is one taxable entity, therefore making all of VAT responsibility fall under the parent company for purposes of compliance and reporting.