The Second UAE Corporate Tax Return: How to Complete the 2025 Return

The Second UAE Corporate Tax Return: How to Complete the 2025 Return

The UAE corporate tax return is the Tax Return that every Taxable Person files through EmaraTax within 9 months of the end of its Tax Period (Article 53 of Federal Decree-Law No. 47 of 2022) and by the same deadline pays the tax due (Article 48). For companies whose financial year ended on 31 December 2025, the second return is due by 30 September 2026, and it is the first return in which the first-period elections can no longer be changed, in which losses and prior-year data must be carried forward correctly, in which the audit rules of Ministerial Decision No. 84 of 2025 and the new depreciation election for investment property under Ministerial Decision No. 173 of 2025 apply for the first time, and in which last year’s errors must be corrected under different rules depending on their amount. This article walks through the structure of the return as set out in the official FTA guide, all nine elections, the deadlines, the penalties and the typical second-cycle mistakes, as at September 2026.

Important. The second cycle has lost the two cushions of the first: the deadline extension under FTA Decision No. 7 of 2024 applied only to first Tax Periods that ended on or before 29 February 2024, and the waiver of the AED 10,000 late-registration penalty under Public Clarification CTP006 required the return for the first Tax Period to be filed within 7 months. The 2025 return is subject to the general 9-month deadline with no exceptions, and lateness costs AED 500 per month for the return and 14% per annum on unpaid tax.

The legal framework: which acts govern the 2025 return

The legal basis of the corporate tax return is Federal Decree-Law No. 47 of 2022 with its three amendments, the Tax Procedures Law (Federal Decree-Law No. 28 of 2022) with its Executive Regulation, the Cabinet Decisions on penalties and thresholds, the Ministerial Decisions on elections and audit, and the FTA guides. The acts are listed below with their dates of issue and of entry into force, because in the second cycle the application dates are decisive: several rules apply only to Tax Periods commencing on or after 1 January 2025.

Act

Date of issue

Entry into force / application

What it governs for the return

Federal Decree-Law No. 47 of 2022 on the Taxation of Corporations and Businesses(Ministry of Finance consolidated text, January 2026)

3 October 2022

25 October 2022; applies to Tax Periods commencing on or after 1 June 2023

Articles 20 (calculation of Taxable Income, realisation basis), 21 (Small Business Relief), 24 (Foreign Permanent Establishment), 26–27 (reliefs), 30–33 (interest and deductions), 37–39 (losses), 44 (order of settlement), 46–49 bis (credits and refunds), 53 (Tax Return), 55 (transfer pricing documentation), 56 (7-year record keeping), 57–58 (Tax Period)

Federal Decree-Law No. 60 of 2023, No. 40 of 2024, No. 28 of 2025 (amendments to Decree-Law No. 47)

2 October 2023, 1 October 2024, 1 October 2025

1 November 2023, 1 June 2023 (retrospectively), 15 October 2025

Decree-Law No. 28 of 2025 restated Article 44 (order in which credits are set off) and added Article 49 bis (claiming unused incentive credits)

Federal Decree-Law No. 28 of 2022 on Tax Procedures (FTA consolidation of 3 December 2025) as amended by Federal Decree-Law No. 17 of 2024 and No. 17 of 2025

30 September 2022; amendments 30 September 2024 and 1 October 2025

1 March 2023; amendments from 30 October 2024 and from 1 January 2026

Articles 10 (Voluntary Disclosure), 38 (refund of overpaid tax — 5-year window from 2026), 46 (5-year statute of limitations), 54 bis (binding FTA directives from 2026)

Cabinet Decision No. 74 of 2023 — Executive Regulation of the Tax Procedures Law as amended by Cabinet Decision No. 17 of 2026

10 July 2023; amendment 23 March 2026

1 August 2023; amendment from 1 April 2026

Article 10(1): AED 10,000 threshold for correcting an error in the next return, 20 business days for a Voluntary Disclosure; Article 6: notification of changes in registration data within 20 business days; Article 3: record retention extended by 2 years while a refund application is pending

Cabinet Decision No. 75 of 2023 on Administrative Penalties for corporate tax as amended by Cabinet Decision No. 10 of 2024

10 July 2023; amendment 22 February 2024

1 August 2023; amendment from 1 March 2024

AED 500 per month for a late return, 14% per annum for late payment, 1% per month on a Voluntary Disclosure, AED 10,000 for late registration

Ministerial Decision No. 73 of 2023 on Small Business Relief as amended by Ministerial Decision No. 131 of 2026

3 April 2023; amendment 29 July 2026

Amendment — from the day following its publication

AED 3,000,000 threshold; relief extended to Tax Periods ending on or before 31 December 2029

Ministerial Decision No. 84 of 2025 on Audited Financial Statements

25 March 2025

Tax Periods commencing on or after 1 January 2025; Ministerial Decision No. 82 of 2023 repealed but still applies to earlier periods

Audit for Revenue above AED 50,000,000, for every QFZP and for every Tax Group

Ministerial Decision No. 173 of 2025 on Depreciation Adjustments for Investment Properties Held at Fair Value

23 June 2025

Tax Periods commencing on or after 1 January 2025

New irrevocable election for a 4% annual deduction; the window opens in the 2025 return

Ministerial Decision No. 134 of 2023, No. 120 of 2023, No. 132 of 2023, No. 133 of 2023

29 May, 16 May, 25 May, 25 May 2023

The day following publication

Realisation basis (Article 8 of MD 134), transitional rules (MD 120), transfers within a Qualifying Group (Article 3 of MD 132), Business Restructuring Relief (Article 4 of MD 133)

Ministerial Decision No. 126 of 2023, No. 97 of 2023, No. 114 of 2023

23 May, 27 April, 9 May 2023

The day following publication

AED 12,000,000 interest threshold; master file and local file at Revenue of AED 200,000,000 or a group of AED 3,150,000,000; cash basis up to AED 3,000,000 and IFRS for SMEs up to AED 50,000,000

FTA “Tax Returns” guide CTGTXR1

11 November 2024

First and only edition as at 21 September 2026

Structure of the return (Parts A–I, 20 schedules), disclosure thresholds of AED 40,000,000 / 4,000,000 / 500,000, field for correcting errors of up to AED 10,000

Public Clarification CTP011 on downward adjustments in the Tax Return

15 July 2026

Clarifies Article 34(1) of the law

Downward transfer pricing adjustments in the return require no prior FTA approval but must be disclosed without any threshold

The FTA guide on tax returns, issued in November 2024, has not been updated and in several places refers to acts that have since been replaced: to Ministerial Decision No. 82 of 2023 on audit (replaced by MD 84 of 2025 for periods from 2025), to Ministerial Decision No. 265 of 2023 on free zones (replaced by Ministerial Decision No. 229 of 2025 with retrospective effect from 1 June 2023), to Ministerial Decision No. 116 of 2023 on the Participation Exemption (replaced by MD 302 of 2024 for periods from 1 January 2025), to the investment fund adjustments as they stood under Cabinet Decision No. 81 of 2023 (replaced by Cabinet Decision No. 34 of 2025 for periods from 1 January 2025), to FTA Decision No. 7 of 2023 on exemptions (repealed by FTA Decision No. 15 of 2026) and to the approval procedure for downward transfer pricing adjustments, which the FTA changed by Public Clarification CTP011 in July 2026. The guide must be read together with these updates. The basic rates, the QFZP regime and Small Business Relief are covered in detail in UAE Corporate Tax 2026: Rates, QFZP, Small Business Relief, Deadlines and Penalties — The Complete Guide; this article focuses on the return itself.

What the “second cycle” is and which deadlines apply to the 2025 return

The second filing cycle is the filing of a Taxable Person’s second corporate tax return: for most companies with a calendar financial year this is the return for the period from 1 January to 31 December 2025, which must be filed and paid by 30 September 2026. The first Tax Period of such companies covered 2024 (return due by 30 September 2025), while companies incorporated on or after 1 June 2023 may have had a first period of up to 18 months under Public Clarification CTP003 — for example from 16 August 2023 to 31 December 2024 — after which every subsequent period is 12 months.

The deadline for filing the return and paying corporate tax is 9 months after the end of the Tax Period (Article 48 and Article 53(1) of Decree-Law No. 47 of 2022); for the financial year ended 31 December 2025, that is 30 September 2026. The FTA confirmed this date in a statement of 3 August 2026 and reminded taxpayers that the return is filed by all Taxable Persons regardless of the size of their income, including those who elect for Small Business Relief and file the simplified form. Filing and payment need not coincide in time, but, as the FTA had already warned in its statement of 24 September 2025, payments made on the last day may not be processed in time.

Financial year-end

First Tax Period (typical)

First return

Second Tax Period

Deadline for the second return and payment

31 December

1 January – 31 December 2024

30 September 2025

1 January – 31 December 2025

30 September 2026

31 December, company incorporated on 16 August 2023

16 August 2023 – 31 December 2024 (up to 18 months under CTP003)

30 September 2025

1 January – 31 December 2025

30 September 2026

30 June

1 July 2023 – 30 June 2024

31 March 2025

1 July 2024 – 30 June 2025

31 March 2026 (expired); third return for the period ending 30 June 2026 — 31 March 2027

31 March

1 April 2024 – 31 March 2025

31 December 2025

1 April 2025 – 31 March 2026

31 December 2026

30 September

1 October 2023 – 30 September 2024

30 June 2025

1 October 2024 – 30 September 2025

30 June 2026 (expired)

Natural person with turnover above AED 1,000,000

Calendar year 2024

30 September 2025

Calendar year 2025

30 September 2026

The extension to 31 December 2024 under FTA Decision No. 7 of 2024 concerned only companies incorporated on or after 1 June 2023 whose first period ended on or before 29 February 2024; it does not carry over to the second cycle. A Tax Period can be changed only by application to the FTA under FTA Decision No. 5 of 2023: before the return for the period being changed is filed, within 6 months of the end of that period, by extending the current period to a maximum of 18 months or shortening the next one to 6–12 months — for reasons of liquidation, aligning the year with a Parent Company or Tax Group, or another valid commercial reason. For companies that switched to a different financial year without such an application, EmaraTax will pre-populate the former Tax Period, and a return for the “wrong” period will not discharge the obligation for the registered period.

For companies with a 30 June or 30 September year-end the second Tax Period began back in 2024, so the acts that apply “to Tax Periods commencing on or after 1 January 2025” — MD 84 of 2025, MD 173 of 2025, MD 302 of 2024 and Cabinet Decision No. 34 of 2025 — will reach them only with the third return; everything said below about those acts concerns companies with a 31 December or 31 March year-end.

What the return consists of: Parts A–I and 20 schedules

The corporate tax return in EmaraTax consists of nine parts: A — Taxable Person details, B — elections, C — the Accounting Schedule, D — accounting adjustments and Exempt Income, E — reliefs, F — other adjustments, G — Tax Liability and credits, H — review and the signatory’s declaration, I — schedules. The system displays only the fields and schedules that apply to the specific person, based on the answers in Part A and the registration data, so an error in the registration data narrows or distorts the form itself.

The return provides for 20 schedules: Free Zone Schedule, Free Zone IP Schedule, UAE Dividends, Foreign Permanent Establishment, Tax Credit, Related Party Transactions, Connected Persons, Tax Losses, Tax Group Loss, Participation Exemption, Interest Capping, Transfers within a Qualifying Group, Business Restructuring Relief, three transitional-rules schedules (immovable property, intangible assets, financial assets and liabilities), Income/losses which will not subsequently be reported in the income statement, Unrealised gains/losses, Adjustments for unrealised gains/losses from previous Tax Periods realised in the current Tax Period, and Attachments. Completion is sequential: answering “Yes” to a control question in the main form takes the user into the schedule, whose totals flow back into the form. The minimum content of the return is set out in Article 53(2) of the law: the Tax Period, the name, address and TRN, the date of submission, the basis of accounting, the Taxable Income, the amount of Tax Loss relief claimed under Article 37(1), the Tax Loss transferred under Article 38, the credits used under Articles 46–47 and the corporate tax payable.

Part of the return

Content

Who must complete it

Section of the CTGTXR1 guide

A. Taxable Person details

Residence, MNE status (group of AED 3,150,000,000 or more), Revenue, basis of accounting (cash/accrual), business activities, free zone, DTA residence

Everyone

Sections 4.1–4.5

B. Elections

Realisation basis, transitional rules, Small Business Relief, Qualifying Group, Business Restructuring Relief, Foreign Permanent Establishment

Everyone except those for whom the election has already been made or is unavailable

Section 5

C. Accounting Schedule

Income statement, OCI, balance sheet, audit (yes/no, opinion, auditor)

Everyone; on the cash basis — the income statement only

Section 6

D. Adjustments and Exempt Income

Accounting Income, equity method, partnerships, OCI items, realisation basis, transitional rules, dividends, Participation Exemption, Foreign Permanent Establishment, international transportation

Where applicable

Section 7

E. Reliefs

Qualifying Group transfers, Business Restructuring Relief

Those electing

Section 8

F. Other adjustments

Non-deductible expenditure, interest (30% of EBITDA / AED 12,000,000), Related Parties and Connected Persons, Qualifying Investment Fund, prior-period errors of up to AED 10,000

Everyone

Section 9

G. Tax Liability and Credits

Taxable Income, losses (75%), Tax Groups, calculation at 0%/9%, credits, estimated figures

Everyone

Section 10

H. Review and Declaration

Date, preparer (the person, a Tax Agent, a Legal Representative, an authorised partner), confirmation of completeness, signature

Everyone

Section 11

I. Schedules

20 schedules where applicable; Attachments: financial statements mandatory for everyone except Small Business Relief

Where applicable

Sections 12–22

Who must file the 2025 return, and who files only a declaration

The return is filed by every Taxable Person — a Resident company, a Non-Resident with a Permanent Establishment or nexus, a natural person with turnover above AED 1,000,000, a QFZP, a Tax Group (the Parent Company files on its behalf under Article 53(7)) and an Unincorporated Partnership that has been granted the status of a separate Taxable Person (the responsible partner files under Article 16(9)(c)). A loss-making result, zero Revenue or eligibility for Small Business Relief does not remove the obligation: under SBR a simplified return is filed without a Taxable Income calculation, and a loss-making company must declare its loss, because it is the filed return from which the opening loss balance in the next return is pre-populated.

Exempt Persons under Article 4(1)(e)–(i) of the law — Qualifying Public Benefit Entities, pension and social security funds, Qualifying Investment Funds and their subsidiaries — do not file a return but submit an annual declaration confirming that they meet the conditions for exemption (Article 53(5)); Government Entities and Extractive Businesses file a return only for their taxable business. From 15 September 2026 the procedure and deadlines for exemption applications are governed by FTA Decision No. 15 of 2026: the application is filed within 90 business days of the end of the Tax Period in which the conditions are met, while for retrospective exemptions under Cabinet Decision No. 55 of 2025 and for Qualifying Limited Partnership structures under Article 5 of Cabinet Decision No. 34 of 2025 with Tax Periods that commenced in 2025 and ended on or before 31 August 2026 the deadline is 31 December 2026 (Article 3(2)–(3) of the Decision); FTA Decision No. 7 of 2023 has been repealed. A free zone company completes the return as a QFZP only if all the conditions of Article 18 are met; otherwise it completes the return as an ordinary Resident. The status and how it is lost are covered in detail in Qualifying Free Zone Person Regime in 2026: Conditions for Applying the Zero Corporate Tax Rate in the United Arab Emirates and How companies in Free Zones lose 0% corporate tax in the UAE in 2026 — and why most notice the risk too late.

Natural persons with business turnover above AED 1,000,000 for 2025 also file their second return by 30 September 2026; the specifics of their accounting, the exclusions for salary and personal investment income and the non-deductibility of a “salary to oneself” are analysed in UAE Corporate Tax for Natural Persons in 2026: the AED 1,000,000 Threshold, Registration and the Tax Return.

Which elections are available in the return and which can no longer be changed

An election in the corporate tax return is a choice of tax treatment that the person makes on its own in Part B of the form; the choice takes effect without FTA confirmation provided the conditions are met, and multi-year elections carry over automatically into subsequent returns (CTGTXR1 guide, section 3.2). The law and the Ministerial Decisions offer nine such choices (the six in table 3.2 of the guide plus the QFZP opt-out, the MD 173 of 2025 election and the cash basis), and for the second cycle it is important to divide them into three groups: those made once and for all in the first return, annual ones, and one-off elections tied to a specific transaction.

Election

Provision

When it is made

Revocation

Status in the second return

Realisation basis — gains and losses recognised on realisation rather than on revaluation

Article 20(3) of the law; Article 8 of MD 134 of 2023

Only in the return for the first Tax Period

Irrevocable, except in exceptional circumstances with FTA approval

Locked: the field will not appear; the exception is the new window under MD 173 of 2025 for owners of investment property

Transitional rules — exclusion of “pre-reform” gains on immovable property, intangible assets and financial assets

Articles 2–4 of MD 120 of 2023

Only in the first return; for immovable property — per asset, for the other categories — for all assets at once

Irrevocable, except in exceptional circumstances

Locked; the previously elected assets continue to appear in schedule 21 on disposal

Small Business Relief

Article 21 of the law; Articles 2–3 of MD 73 of 2023; MD 131 of 2026

Annually, in every return

Not required — a fresh decision each year

Available if Revenue does not exceed AED 3,000,000 in the current and all previousperiods; extended to periods ending on or before 31 December 2029

Transfers within a Qualifying Group — transfer of assets without gain or loss

Article 26 of the law; Article 3 of MD 132 of 2023

In the return for the period of the first transfer, made by the transferor

Irrevocable except in exceptional circumstances with FTA approval; applies to all future transfers

If made in the first cycle — pre-populated “Yes”; clawback on disposal within 2 years (Article 26(4))

Business Restructuring Relief

Article 27 of the law; Article 4 of MD 133 of 2023

Separately for each restructuring transaction

Does not extend to future transactions

Possible in any cycle; losses pass to the transferee if the same business continues (Article 5 of MD 133)

Foreign Permanent Establishment — exclusion of the income and expenditure of all foreign branches

Article 24 of the law; Article 14 of MD 302 of 2024

Annually

Available if the branches are taxed at a rate of at least 9% (Article 24(7)); where branch losses were previously utilised, the election is deferred until they are “recaptured”

Opting out of QFZP status — taxation at the standard rates

Articles 18(1)(c) and 19 of the law; Article 5(2) of MD 229 of 2025

In Part A of the return (section 4.3.2 of the guide) or outside the return

Loses QFZP status for the current and the four subsequent periods

If the opt-out was made earlier, the question does not appear

Depreciation of investment property held at fair value — 4% per year

MD 173 of 2025

In the return for the first Tax Period commencing on or after 1 January 2025 in which the property is held

Irrevocable; if the deadline is missed, the right is forfeited

This is the second-cycle election: for calendar-year companies — the 2025 return

Cash basis of accounting

Article 20(5) of the law; Article 2 of MD 114 of 2023

Where Revenue does not exceed AED 3,000,000, or in exceptional circumstances by application to the FTA

Excludes the realisation basis and the transitional rules

Three conclusions from the table shape the work on the second return. First: the realisation basis and the transitional rules could be elected only in the first return (Article 8 of MD 134 of 2023; Articles 2(5), 3(4) and 4(3) of MD 120 of 2023), and the corresponding questions will not appear in the second return — a company that discovered in 2025 that asset revaluations in its 2024 financial statements had entered the tax base can only ask the FTA for a revocation in “exceptional circumstances”, with no right to a repeat election in the future. Second: the annual elections (SBR and the Foreign Permanent Establishment) must be claimed afresh — a missing tick means the election is not made for that year. Third: the transaction-based elections (Qualifying Group, restructuring) require answers to two questions — whether there was a transfer and whether the election is made — and for Tax Groups the group’s election extends to all members, including those that have newly joined.

Ministerial Decision No. 173 of 2025: the only new election whose window opens in the 2025 return

Ministerial Decision No. 173 of 2025 of 23 June 2025 allows a Taxable Person that prepares its accounts on the accrual basis and has elected for the realisation basis under Article 20(3) to make an irrevocable election for a depreciation deduction on investment property held at fair value: the deduction is the lower of two amounts — 4% of the original cost for each 12-month Tax Period (pro-rated for shorter or longer periods) or the tax written down value at the start of the period. The decision applies to Tax Periods commencing on or after 1 January 2025 and was published on the FTA website on 8 January 2026.

The election under MD 173 of 2025 is made in the return for the first Tax Period commencing on or after 1 January 2025 in which the person holds investment property; missing that deadline means forfeiting the right to the deduction (Article 3). For a calendar-year company that held investment property on 1 January 2025 this is the 2025 return with its 30 September 2026 deadline; for a company that acquired its first such property in 2026 it is the 2026 return. The election covers all investment property held at fair value, not individual buildings. Investment property is defined by reference to IAS 40 as a building or part of a building held to earn rental income or for capital appreciation, including a right-of-use asset under a lease; land is not included in the definition.

The key feature of the decision is a second window for the realisation basis: Article 2 allows the election under Article 20(3) to be made in the same return in which the depreciation deduction is claimed, notwithstanding the general “first return only” rule. For companies that did not elect for the realisation basis in the first cycle and are paying tax on fair-value revaluations of property, MD 173 offers the chance to move to the realisation principle and obtain the 4% annual deduction at the same time. The flip side is Article 4: on realisation of the property (sale or other disposal, a switch from the fair value model to the cost model, obtaining exempt status or electing for Small Business Relief, cessation of business) the accumulated depreciation is recaptured in Taxable Income, and Article 6 gives the FTA the right to deny the deduction on transfers between Related Parties that lack a commercial purpose. The FTA’s 2024 guide on tax returns does not describe this field — there is no updated edition as at September 2026 — so how the election is reflected in EmaraTax should be checked in the form itself before the deadline.

Small Business Relief in the second cycle: an annual election, a cumulative threshold and an extension to 2029

Small Business Relief is a regime under which a Resident with Revenue of no more than AED 3,000,000 in the current and all previous Tax Periods is treated as having no Taxable Income, does not calculate it and pays no corporate tax for the period (Article 21 of the law; Article 2 of MD 73 of 2023). The regime is unavailable to QFZPs and to members of MNE Groups (Article 3 of MD 73), is elected afresh in every return, and a person that elects it completes a simplified form and does not attach financial statements.

Ministerial Decision No. 131 of 2026 of 29 July 2026 extended Small Business Relief: the AED 3,000,000 threshold applies to Tax Periods commencing on or after 1 June 2023 and continues to apply to periods ending on or before 31 December 2029 (new wording of Article 2(2) of MD 73 of 2023). The former end date — 31 December 2026 — is still shown in the FTA’s small business bulletin dated 30 July 2026 and in the 2023 CTGSBR1 guide; decisions should be based on the text of MD 131 of 2026. The extension changes the calculation for companies that were preparing for the “last year of relief” — see UAE Small Business Relief 2026: Last Chance for 0% Corporate Tax Before 31 December, written before the extension.

In the second cycle SBR has three traps. The threshold is cumulative: if Revenue for 2024 exceeded AED 3,000,000, the regime is unavailable in 2025 even if Revenue has fallen, and conversely, exceeding the threshold in 2025 closes the regime for good (Article 2(3) of MD 73: the election is impossible if the threshold was exceeded in any previous period). Losses and interest of an SBR period cannot be carried forward (Articles 4 and 5 of MD 73), and losses carried forward from an ordinary period are not utilised in an SBR year, although they are preserved, as the FTA bulletin on tax losses of 25 June 2026 confirms. Finally, Revenue for the threshold is measured under the applicable accounting standards and includes dividends (Example 14 of the CTGSBR1 guide); a company that started receiving dividend income from a subsidiary in 2025 may cross AED 3,000,000 without noticing.

Basis of accounting, financial statements and audit: what has changed for the 2025 return

Taxable Income is determined on the basis of standalone (unconsolidated) financial statements prepared under IFRS; persons with Revenue not exceeding AED 50,000,000 may apply IFRS for SMEs, and those with Revenue not exceeding AED 3,000,000 may use the cash basis (Article 20 of the law; Articles 2 and 4 of MD 114 of 2023). The Accounting Schedule of the return (Part C) is disclosure only and does not affect the calculation, but it is where the FTA sees whether the figures in the return match the financial statements; amounts are stated in dirhams rounded to the nearest AED 1, and foreign currency is converted at the Central Bank of the UAE rates (Article 43 of the law; FTA Decision No. 13 of 2023). Financial statements must be attached to the return by everyone except those electing for Small Business Relief; the other documents in schedule 22.4 (evidence of the market value of financial assets, a foreign certificate of residence, evidence of foreign tax paid) may be omitted with a reason stated, but must be retained.

For Tax Periods commencing on or after 1 January 2025, audited financial statements must be prepared by: a Taxable Person outside a Tax Group with Revenue above AED 50,000,000 for the period, every Qualifying Free Zone Person regardless of Revenue, and every Tax Group — in the form of audited special purpose (aggregated) financial statements under the FTA’s rules (Article 2 of MD 84 of 2025; FTA Decision No. 7 of 2025; Public Clarification CTP007). For the 2025 return this is the first application of the new decision: MD 82 of 2023 has been repealed but continues to apply to periods that commenced before 1 January 2025 (Article 3 of MD 84). The main change concerns Tax Groups: before 2025 a group needed an audit where its consolidated Revenue exceeded AED 50,000,000, whereas from 2025 all groups need one, with no threshold. Under the CTGTXR1 guide (section 6.2.1), for companies incorporated in the UAE or operating in the UAE through a Permanent Establishment the audit must be performed by a UAE-registered auditor pursuant to Federal Decree-Law No. 41 of 2023 on Regulating the Auditing and Accounting Professions (which the guide calls a Federal Law) read together with Ministerial Resolution No. 403 of 2015 on international auditing standards; in the return the field “Have the Financial Statements been audited?” is pre-populated “Yes” for persons with Revenue above AED 50,000,000 and for QFZPs, after which the type of audit opinion and the auditor’s name are requested.

Taxpayer category

Period commencing before 1 January 2025 (MD 82 of 2023)

Period commencing on or after 1 January 2025 (MD 84 of 2025)

What changed in the second cycle

Company outside a group, Revenue ≤ AED 50,000,000

No audit required

No audit required

No change

Company outside a group, Revenue > AED 50,000,000

Audit mandatory

Audit mandatory

No change; for a Non-Resident only the Revenue of the PE and nexus counts

Qualifying Free Zone Person

Audit mandatory

Audit mandatory

From periods commencing on or after 1 January 2026, a QFZP distributing through a Designated Zone additionally submits an ISRS 4400 report under FTA Decision No. 6 of 2026

Tax Group

Audit where consolidated Revenue > AED 50,000,000

Audited special purpose aggregated financial statements for all groups

Threshold abolished

Person electing for Small Business Relief

No audit required

No audit required

Financial statements are not attached to the return

In practice, the audit is late more often than the return itself: the opinion on the 2025 financial statements must be ready before 30 September 2026, otherwise the return will have to be filed with estimated figures (field 10.5.1 “Have any estimated figures been included in the Tax Return?”, with details in field 10.5.2) and later corrected through a Voluntary Disclosure. Who needs an audit and under what rules is set out in Corporate Audit Requirements in the UAE 2026: Who Needs One, When, and Under What Rules; UPPERSETUP prepares financial statements to the requirements of MD 84 of 2025 and reconciles them with the return as part of its Accounting Support for Companies service.

Tax Losses: how to carry the result of the first period into the second return

A Tax Loss is negative Taxable Income for a period; it is carried forward without time limit and set off against future income up to 75% of the Taxable Income of the period (Article 37(2) of the law); the person’s own losses are used first, then losses received from other persons, and only after the set-off can the remainder be transferred or carried further (Article 37(4)). Losses that arose before 1 June 2023, before registration or in Small Business Relief periods are not available for carry-forward, nor are losses from activities generating Exempt Income.

In the second return the Tax Losses schedule (section 17.1 of the guide) is completed for the first time: the field “Tax Losses brought forward” is pre-populated from the first return but remains editable — for example, to reflect a clawback under Business Restructuring Relief or losses left with a former member of a Tax Group. The set-off in the current period is calculated automatically as 75% of Taxable Income, and a smaller amount cannot be claimed: the FTA bulletin on tax losses of 25 June 2026 states expressly that the set-off is mandatory, older losses are used before newer ones, and the person’s own losses before transferred ones. The bulletin’s example: with income of AED 1,000,000 and losses brought forward of AED 3,000,000, AED 750,000 is set off, tax is paid on AED 250,000, and AED 2,250,000 is carried forward.

The loss carry-forward is preserved if the same persons continuously own at least 50% of the company from the start of the period in which the loss arose to the end of the period in which it is used (Article 39(1)(a)) or, where ownership changes by more than 50%, the company continues the same or a similar business (Article 39(1)(b)); the rule does not apply to companies whose shares are listed on a Recognised Stock Exchange (Article 39(3)) or to natural persons. Companies whose ownership changed in 2025 record the restriction in field 17.1.5. A loss may be transferred to another person only between Resident juridical persons with 75% common ownership, provided neither is an Exempt Person or a QFZP and both have the same financial year and accounting standards (Article 38); a QFZP does not include in the schedule losses attributable to its Qualifying Activities.

Interest, non-deductible expenditure and adjustments: what to check in Part F

The deduction of Net Interest Expenditure is limited to 30% of EBITDA for the Tax Period (Article 30(1) of the law), but the limitation does not apply where Net Interest Expenditure does not exceed AED 12,000,000; where it does, the deductible amount is the greater of AED 12,000,000 or 30% of EBITDA (Article 8 of MD 126 of 2023), and the threshold is adjusted pro rata for periods shorter or longer than 12 months (Article 8(3) of MD 126). Disallowed interest is carried forward to the 10 subsequent Tax Periods in the order in which it arose (Article 30(4)); in the second return the Interest Capping schedule (section 19) shows both the balance from the first period and the current calculation. The specific limitation in Article 31 prohibits the deduction of interest on loans from Related Parties used to pay dividends, return capital, contribute capital to a Related Party or acquire an interest in a person that becomes a Related Party — unless it is demonstrated that there is no tax purpose (Article 31(2)).

Part F requires manual entry of non-deductible expenditure: 50% of entertainment expenditure (Article 32), fines, bribes, dividends, corporate tax itself and expenditure not incurred for the business (Article 33), and amounts withdrawn from the business by a natural-person taxpayer or a partner (Article 33(5)). Juridical-person investors in exempt Qualifying Investment Funds and REITs add the income not taxed at fund level: their prorated share of the fund’s Net Profit where the investor holds 30% or more (with fewer than 10 investors) or 50% or more (with 10 or more investors) or controls the fund, and 80% of the prorated Immovable Property Income where immovable property exceeds 10% of the fund’s assets or the fund is a REIT; the fund itself must provide the data for the calculation. For periods from 1 January 2025 these rules are set by Articles 2(1)(c), 3 and 4 of Cabinet Decision No. 34 of 2025 of 27 March 2025, which replaced Cabinet Decision No. 81 of 2023 (Articles 8–9); the CTGTXR1 guide predates that decision and describes the earlier rules. A separate field 9.5.5 “Any other adjustments” is for adjustments not covered by the form’s questions and requires a description of their nature — in the author’s assessment, this is the field most often used to disguise errors, which in an FTA audit turns into a penalty for an incorrect return.

Related Parties, Connected Persons and transfer pricing adjustments: disclosure thresholds and the FTA’s new position on downward adjustments

Disclosure of Related Party transactions in the return is mandatory where the aggregate value of all transactions with all Related Parties, per the financial statements or at market value, exceeds AED 40,000,000; within that threshold, the categories (goods, services, intellectual property, interest, assets, liabilities, other) in which the aggregate value exceeds AED 4,000,000 are disclosed, while dividends between Related Parties count towards neither threshold and are not disclosed (CTGTXR1 guide, sections 9.3 and 16.1). For each transaction disclosed, the counterparty, its country of tax residence, its TRN or TIN, the gross income or expenditure, the transfer pricing method applied (CUP, resale price, cost plus, TNMM, profit split or other) and the arm’s length value are stated, and the adjustment is calculated automatically. Payments to Connected Persons — owners, directors, officers and their Related Parties — are disclosed where the aggregate amount for one Connected Person together with its Related Parties exceeds AED 500,000 (section 16.2), and are deductible only up to the Market Value of the service received (Article 36(1)).

Under Public Clarification CTP011 of 15 July 2026, downward transfer pricing adjustments that reduce Taxable Income are made by the taxpayer itself in the return, without prior FTA approval, but the taxpayer must disclose all transactions carrying such adjustments regardless of their amount and nature, and must retain the rationale, the benchmarking study, the reconciliation between book and arm’s length values and evidence of symmetrical adjustments at the counterparties. This directly changes the procedure described in the 2024 tax returns guide, where field 9.3.4 allowed downward adjustments “only upon a successful application to the FTA”; the clarification does not extend to corresponding adjustments under Articles 34(10) and 34(11), which are still made by the FTA or initiated by the taxpayer on application. Upward adjustments are stated gross, without netting against downward ones (field 9.3.3). A master file and a local file must be maintained by persons with Revenue of AED 200,000,000 or more or that are members of an MNE Group with consolidated revenue of AED 3,150,000,000 or more (Article 2 of MD 97 of 2023) and submitted within 30 days of an FTA request (Article 55(3) of the law). The methods, the disclosure form and the structure of the files are analysed in Transfer Pricing in the UAE 2026: the Disclosure Form, Local File and Master File, Thresholds and the Arm’s Length Principle.

Disclosure

Threshold

Unit of measurement

Where in the return

Consequence of non-compliance

Related Party Transactions schedule

Above AED 40,000,000

Aggregate value of all transactions with all Related Parties for the period

Field 9.3.2 → section 16.1

Incorrect return — AED 500; adjustment on audit with 15% + 1% per month where no Voluntary Disclosure was made

Transaction category within the schedule

Above AED 4,000,000

Aggregate per category with all Related Parties

Section 16.1 (per category)

The same

Downward adjustment

No threshold

Every transaction carrying a downward adjustment

Field 9.3.4 and section 16.1

Adjustment denied on audit; CTP011

Connected Persons schedule

Above AED 500,000

Per Connected Person together with its Related Parties

Field 9.3.9 → section 16.2

Deduction only up to Market Value (Article 36)

Master file and local file

Revenue ≥ AED 200,000,000 or group ≥ AED 3,150,000,000

Per Tax Period

Outside the return; 30 days on request

Penalty for failure to keep records, AED 10,000 / 20,000 (item 1 of CD 75 of 2023); on audit — AED 20,000 for obstruction (item 12)

Exempt Income and tax credits: dividends, Participation Exemption, Foreign Permanent Establishment and the new order of set-off

Dividends from UAE Resident juridical persons are exempt without conditions (Article 22(1)) and are reported in the UAE Dividends schedule; dividends and capital gains on foreign Participating Interests are exempt where the Participation Exemption conditions are met (Article 23) — an interest of at least 5% or an aggregate acquisition cost of at least AED 4,000,000, a 12-month holding period and taxation of the participation at a rate of at least 9% (Ministerial Decision No. 302 of 2024 of 10 December 2024 for periods from 1 January 2025). The Participation Exemption schedule (section 18) requires data for each participation and automatically flags interests below 5% or costing less than AED 4,000,000; a liquidation loss on a participation, contrary to a widespread misconception, is taken into account (Article 23(8)). How a holding company passes these tests and how a free zone participation differs from a mainland structure is covered in A Holding Company in Meydan Free Zone in 2026: the AED 12,500 Licence, Tax-Free Dividends, and What QFZP Status Really Requires.

The Foreign Permanent Establishment election (Article 24) excludes from the tax base the income, expenditure, losses and foreign tax credits of all foreign branches at once, provided they are taxed at a rate of at least 9% (Article 24(7)); it is annual and unavailable until previously utilised branch losses have been “recaptured” by the branch’s future profits (Article 14(1) of MD 302 of 2024). Without the election, the Foreign Tax Credit applies: it equals the lower of the tax paid abroad and the UAE corporate tax on the same income (Article 47(2)), is calculated in the Tax Credit schedule for each stream of foreign source income (income of the same character from the same country is combined; section 15.1 of the guide), and excess credit on one source cannot be set off against the tax on another (CTGFSI1 guide, section 8.3.3); the credit requires supporting documents (Article 47(4)) and cannot be carried forward or back (Article 47(3)) — an unused credit is lost.

From 15 October 2025, Article 44 of the law as restated by Federal Decree-Law No. 28 of 2025 sets the order in which corporate tax is settled: first the Withholding Tax Credit (Article 46), then the Foreign Tax Credit (Article 47), then credits, incentives and reliefs specified by Cabinet Decision, and only the remainder is paid in cash under Article 48. The new Article 49 bis allows the unused balance of credits under incentives introduced under Articles 20(2)(g) and 44(3) to be claimed in the manner and within the timeframes to be set by the Cabinet, and the FTA may reserve funds from corporate tax and top-up tax receipts to pay approved claims. The first such incentive is the research and development credit under Cabinet Decision No. 215 of 2025 (issued 31 December 2025, published in Official Gazette No. 819 of 13 March 2026, in force from 14 March 2026): the claim is filed together with the return after preliminary approval by the Emirates Research and Development Council, for expenditure of at least AED 500,000 per project, but only for Tax Periods commencing on or after 1 January 2026, and it is unavailable to persons electing for Small Business Relief (Articles 4, 5, 9 and 13). The 2025 return does not yet contain this field; under Ministerial Decision No. 24 of 2026 of 18 March 2026 the credit is 15% of the first AED 1,000,000 of qualifying expenditure, 35% of expenditure between AED 1,000,000 and 2,000,000 and 50% of expenditure between AED 2,000,000 and 5,000,000, subject to minimum R&D headcounts of 2, 6 and 14 respectively (a maximum of AED 2,000,000 per period); it is non-refundable and may be carried forward subject to ownership or business continuity (Articles 2 and 5); the EY alert of 25 March and PwC’s review of 30 March 2026 confirm these parameters — the details are in UAE R&D Tax Credit 2026: Up to 50% Credit on Qualifying R&D Expenditure.

How to correct an error in the first return: field 9.5.1 or a Voluntary Disclosure

A prior-period error with a tax impact of AED 10,000 or less is corrected in the return itself — in the return for the previous Tax Period, if its filing deadline has not yet elapsed, or in the return for the period in which the error was discovered, whichever comes first; an error with an impact above AED 10,000 requires a Voluntary Disclosure within 20 business days of the person becoming aware of it (Article 10(1) of Cabinet Decision No. 74 of 2023; Article 10 of the Tax Procedures Law). For this purpose Part F contains field 9.5.1 “Has the Taxable Person made an error in a prior Tax Period where the tax impact is AED 10,000 or less?”, which, as the guide states expressly, is not visible in the return for the first Tax Period and becomes available for the first time in the second cycle: the prior period is selected, the amount by which Taxable Income increases is entered together with a description. Under the CTGTXR1 guide (section 9.5.1), where there are several errors for a prior period the AED 10,000 threshold applies to their aggregate tax impact, and any other error may be corrected only through a Voluntary Disclosure. Cabinet Decision No. 17 of 2026 of 23 March 2026, which amended the Executive Regulation from 1 April 2026, extended the same logic to errors in refund applications but left the AED 10,000 threshold and the 20-business-day deadline untouched — for a review of the April changes see What changed in UAE tax legislation from 1 April 2026: an in-depth analysis for businesses, investors, and international groups.

A Voluntary Disclosure is mandatory where a filed return understates the tax or overstates a refund (Article 10(1)–(2) of the Tax Procedures Law) and voluntary where the tax is overstated; the penalty is 1% of the difference for each month or part of a month from the day following the filing deadline of the relevant return until the date the Voluntary Disclosure is submitted, and if the FTA has already given notice of an audit, a fixed 15% is added (items 10–11 of the table in Cabinet Decision No. 75 of 2023). An incorrect return itself costs AED 500, but the penalty does not apply if the correction is filed before the filing deadline expires (item 9). From 1 January 2026 Federal Decree-Law No. 17 of 2025 amended the Tax Procedures Law at three points relevant to the second cycle: a refund application for overpaid tax is filed within 5 years of the end of the Tax Period, and for balances that arose in the last 90 days of that window or after it — within 1 year (Article 38); the statute of limitations for an audit remains 5 years but is extended by 4 years on notification of an audit, by 1 year on a Voluntary Disclosure in the fifth year and by 2 years on a refund application in the fifth year (Article 46); and the FTA has been given the power to issue directives binding on both the FTA and the taxpayer (Article 54 bis). The review, appeal and TDRC procedures are analysed in UAE Tax Penalties, Voluntary Disclosure and Appeals in 2026: Tax Assessment Review, Reconsideration, the TDRC and the Courts.

Penalties for the return and for payment: what lateness costs in the second cycle

A late corporate tax return is penalised at AED 500 for each month or part of a month for the first 12 months and AED 1,000 per month from the thirteenth month; failure to pay tax on time costs 14% per annum, charged monthly on the unpaid amount (Cabinet Decision No. 75 of 2023 as amended by Cabinet Decision No. 10 of 2024). The penalties for the return and for payment are independent: a return filed on time without payment attracts 14% per annum, while payment without a return attracts AED 500 per month. The date from which the monthly penalty runs is determined under Article 3 of the decision: where a month has no corresponding day, the period ends on the last day of that month.

Violation

Penalty

Basis (item in the table of CD 75 of 2023)

Failure to file the return on time

AED 500 per month for the first 12 months; AED 1,000 per month from the 13th month

Item 7

Failure to pay the tax on time

14% per annum on the unpaid amount for each month or part of a month

Item 8

Incorrect return

AED 500 (not applied if corrected before the filing deadline expires)

Item 9

Voluntary Disclosure under Article 10(1)–(2) of the Tax Procedures Law

1% per month of the difference from the day following the filing deadline of the return until the date the Voluntary Disclosure is submitted

Item 10

Error identified after notification of an audit without a Voluntary Disclosure

15% of the difference + 1% per month

Item 11

Failure of an Exempt Person to submit its declaration

AED 500 per month for the first 12 months; AED 1,000 from the 13th

Item 13

Failure to keep records and documents

AED 10,000; AED 20,000 for a repeat within 24 months

Item 1

Failure to notify a change in data (20 business days)

AED 1,000; AED 5,000 for a repeat

Item 4

Obstructing an audit

AED 20,000

Item 12

Late registration

AED 10,000 (added by CD 10 of 2024 from 1 March 2024)

Item 14

Payment is made through EmaraTax by GIBAN with a unique payment reference, which banks verify on transfer, or by card through the MagnatiPay gateway; eDirham settlements have been discontinued. The records and documents supporting the return are retained for 7 years after the end of the Tax Period (Article 56 of the law — a special rule relative to the 5 years of the Tax Procedures Law), and from 30 July 2026 FTA Decision No. 4 of 2026 requires electronic copies to be complete, legible and accessible to the FTA together with keys and passwords; bookkeeping can be outsourced, but responsibility remains with the company.

The first and second cycles compared: what exactly has changed

The difference between the second return and the first lies not in the form, which has remained the same, but in the set of available elections, in the prior-period data it relies on and in the new acts that apply to periods commencing on or after 1 January 2025.

Criterion

First return (periods commencing on or after 1 June 2023)

Second return (for a calendar year — the period from 1 January 2025)

Practical consequence

Filing and payment deadline

9 months; for first periods ending on or before 29 February 2024 — 31 December 2024 (FTA Decision No. 7 of 2024)

9 months without exceptions; 30 September 2026 for calendar year 2025

The extension is not repeated

Waiver of the late-registration penalty

Available if the first return was filed within 7 months (CTP006)

Not applicable

The AED 10,000 penalty remains if the first-period condition was not met

Realisation basis and transitional rules

Elected in the return

Questions do not appear; change only through “exceptional circumstances”

Check how the first-year election applies to 2025 assets

Depreciation of investment property (MD 173 of 2025)

Unavailable

Election in the return for the first period from 1 January 2025; missed = forfeited

New field not described in the 2024 guide

Audit of financial statements

MD 82 of 2023: Revenue > AED 50,000,000, QFZPs, groups with consolidated Revenue > AED 50,000,000

MD 84 of 2025: the same thresholds for companies and QFZPs, all Tax Groups with no threshold

Audit for every Tax Group

Losses

Current loss only; schedule with no opening balance

Opening balance pre-populated; 75% set-off mandatory; 50% ownership test

Reconcile with the first return

Correction of prior-period errors

Field 9.5.1 absent

Field 9.5.1 for errors of up to AED 10,000; above that — Voluntary Disclosure within 20 business days

Split errors by amount

Downward transfer pricing adjustments

Per the guide — after an application to the FTA

On the taxpayer’s own initiative, with disclosure without any threshold (CTP011)

Documentation mandatory

Small Business Relief

Revenue tested for one period

Tested for the current and all previous periods; regime extended to 2029

One year above the threshold closes the regime

Refund of overpaid tax

General rules

5 years from the end of the period; 1 year for late balances (FDL 17 of 2025 from 1 January 2026)

Claim first-cycle overpayments before the window closes

Step-by-step: preparing and filing the second return

Preparing the second return is a sequential reconciliation of the registration data, the financial statements and the first-period elections against the new requirements for 2025; the procedure below is designed for a Resident company with a single licensed business and a 31 December year-end.

1.       Check the registration data in EmaraTax. The Tax Period, business activities, legal form, addresses and free zone status pre-populate the form; changes had to be notified within 20 business days (Article 6 of Cabinet Decision No. 74 of 2023), and a wrong period will mean the return is filed “for the wrong period”.

2.       Close the 2025 financial statements and determine the basis of accounting. Make sure the standard matches the Revenue (IFRS for SMEs — up to AED 50,000,000, cash basis — up to AED 3,000,000), that the statements are standalone, and that foreign currency has been converted at the Central Bank of the UAE rates.

3.       Determine whether an audit is required under MD 84 of 2025. Where Revenue exceeds AED 50,000,000, or the person is a QFZP or a member of a Tax Group, the audit opinion must be ready before filing; for groups — on the aggregated financial statements under FTA Decision No. 7 of 2025.

4.       Retrieve the first return and record the elections made. The realisation basis (option A or B), the transitional rules for specific assets, the Qualifying Group — all of these continue to apply and must be reconciled with the 2025 accounts; inconsistency is the most common source of discrepancies.

5.       Check eligibility for Small Business Relief for both periods. Revenue of no more than AED 3,000,000 is needed for both 2024 and 2025; if eligible, the simplified form is completed, but remember the bar on carrying forward losses and interest and the exclusion of QFZPs and MNE Groups.

6.       Decide on MD 173 of 2025. If on 1 January 2025 the company held investment property at fair value, evaluate the election for the 4% annual deduction together with a possible move to the realisation basis — the window closes when the 2025 return is filed.

7.       Assemble the opening balances. Losses carried forward, disallowed interest (10 periods), deferred unrealised gains and losses, transitional-rules assets — reconcile the pre-populated amounts with the first return and explain any adjustments.

8.       Carry out the transfer pricing analysis and prepare the disclosure. Determine the aggregate volume of Related Party transactions (the AED 40,000,000 threshold and AED 4,000,000 per category), payments to Connected Persons (AED 500,000), make upward and, where justified, downward adjustments under CTP011, and check whether a master file and local file must be maintained.

9.       Calculate Exempt Income and credits. Dividends from Residents, the Participation Exemption under MD 302 of 2024, the Foreign Permanent Establishment election or the Foreign Tax Credit with supporting documents; remember the order of set-off under the new Article 44.

10.    Check for first-period errors. An impact of up to AED 10,000 — field 9.5.1; above that — a Voluntary Disclosure within 20 business days of discovery, without waiting for the return to be filed.

11.    Complete Part H and file the return. State who prepared the return (the person, a Tax Agent, a Legal Representative), confirm completeness, and where estimated figures were used answer “Yes” in field 10.5.1 and describe them in field 10.5.2.

12.    Pay the tax by 30 September 2026. Generate the payment in EmaraTax with a unique reference for GIBAN, or pay by card through MagnatiPay, several days before the deadline; keep the confirmation and update the tax calendar for the third cycle (the 2026 return — 30 September 2027, the first R&D credit claims, the ISRS 4400 report for QFZPs distributing through a Designated Zone).

UPPERSETUP prepares the return, the transfer pricing disclosure and the audit pack as part of its Accounting Support for Companies service, assesses elections, restructurings and disputes with the FTA as part of its legal and strategic consulting, and supports new structures through Business Setup in the UAE: Company Registration and Accounting Services; the full range of solutions is in the Catalog of company registration solutions.

Typical second-cycle mistakes

Typical mistakes in the second return are actions that had no consequences in the first cycle or were forgiven by transitional measures, but in the second cycle lead to penalties, loss of reliefs or the inability to make a correction.

1.       Copying the first return without revisiting the elections. The annual elections (Small Business Relief, Foreign Permanent Establishment) must be claimed afresh, while the “inherited” irrevocable elections must be applied to 2025 assets; a missed SBR tick means a full tax calculation for the year that cannot be reversed through a simple correction.

2.       Counting on a deadline extension or a penalty waiver. FTA Decision No. 7 of 2024 and CTP006 applied only to the first period; a company that files its second return on 15 October 2026 pays AED 500 for the first month of delay and 14% per annum on the tax from 1 October.

3.       Unaudited financial statements at a Tax Group or a QFZP. For periods commencing on or after 1 January 2025 all Tax Groups and all QFZPs must have an audit (MD 84 of 2025); filing with the statements marked “not audited” calls QFZP status into question and triggers an FTA enquiry.

4.       Using losses above 75% or in a Small Business Relief year. The system caps the set-off automatically, but manual adjustments in fields 17.1.6–17.1.7 (“Other adjustments which increase/decrease the Tax Losses”) without a description in field 17.1.8 are a direct route to a penalty for an incorrect return; in an SBR year losses brought forward are not used at all.

5.       Correcting a large prior-year error in the current return. Field 9.5.1 is designed only for an impact of up to AED 10,000; a larger error “dissolved” in the “other adjustments” field turns on audit into 15% + 1% per month instead of 1% under a timely Voluntary Disclosure.

6.       A downward transfer pricing adjustment without documentation. CTP011 removed prior FTA approval but requires a rationale, a benchmark, a reconciliation and a symmetrical adjustment at the counterparty; an adjustment made “by feel” is reversed on audit, and the transaction must be disclosed regardless of its amount.

7.       Missing the MD 173 of 2025 election. An owner of investment property held at fair value that does not claim the deduction in the return for the first period from 2025 loses the right to it for good (Article 3), including the chance to re-elect the realisation basis.

8.       Changing the financial year without an application to the FTA. A change of period is allowed only under FTA Decision No. 5 of 2023, before the return is filed and within 6 months of the end of the period; a return for the “new” year without approval does not discharge the obligation for the old period and leads to a penalty of AED 500 per month.

9.       Treating dividends incorrectly for the SBR threshold and for transfer pricing disclosure.Dividends count towards Revenue for the AED 3,000,000 threshold but are excluded from the AED 40,000,000 and AED 4,000,000 Related Party thresholds; confusing the two rules either forfeits the relief or creates unnecessary disclosure.

10.    Paying on the last day without the unique GIBAN reference. The FTA warns that the payment may not be processed by the deadline, and a transfer without the correct reference is rejected by the bank; the result is 14% per annum for a month of delay on an amount that was formally paid.

Who finds the second return hardest, who finds it easier, and when a professional review is needed

The second cycle is hardest for companies where something changed between 2024 and 2025: Related Parties and intra-group transactions appeared, Revenue exceeded AED 3,000,000 or AED 50,000,000, ownership changed by more than 50%, a Tax Group was formed or dissolved, investment property or a foreign branch was acquired — and for QFZPs, which must confirm de minimis and substance every year. For them the return requires a transfer pricing analysis, an audit, a recalculation of transitional balances and, possibly, the one-of-a-kind election under MD 173 of 2025. Multinational groups with consolidated revenue of EUR 750,000,000 or more are simultaneously preparing for the first year of the DMTT: registration under FTA Decision No. 12 of 2026 for financial years ended before 30 April 2026 has been extended to 30 November 2026 — the details are in UAE DMTT 2026: The 15% Top-Up Tax for Large Multinational Enterprises.

Companies with stable Revenue of up to AED 3,000,000, without QFZP status or MNE Group membership, have an easier second cycle: they repeat the Small Business Relief election, file the simplified form and attach no financial statements, although they must keep records for 7 years. The conditions for a Tax Group and its pitfalls are in The UAE Tax Group: Conditions, Deadlines and Traps in 2026; companies ceasing business in 2025 should remember the three-month deregistration deadline under FTA Decision No. 6 of 2023 and the final return — the procedure is described in Liquidating and Closing a UAE Company in 2026: Licence Cancellation, Corporate Tax and VAT Deregistration, Final Returns, Visas and Director Liability.

A professional review is necessary if: the first return contained a realisation basis or transitional-rules election and the company is unsure how it applies to 2025 assets; Revenue has approached the AED 3,000,000, AED 12,000,000 (interest) or AED 50,000,000 (audit) thresholds; there are Related Party transactions above AED 40,000,000 or payments to Connected Persons above AED 500,000; a downward transfer pricing adjustment is planned; investment property at fair value is on the balance sheet; an error with an impact above AED 10,000 has been found in the first return; the company is a member of a Tax Group or is a QFZP. UPPERSETUP carries out such a review, including modelling of elections and preparation of a Voluntary Disclosure, as part of its legal and strategic consulting.

FAQ: the second UAE corporate tax return

When is the deadline for filing the 2025 corporate tax return in the UAE?

The return is filed and the tax is paid within 9 months of the end of the Tax Period (Articles 48 and 53 of Federal Decree-Law No. 47 of 2022): for the financial year ended 31 December 2025 — no later than 30 September 2026, as the FTA confirmed on 3 August 2026; for a year ending 31 March 2026 — 31 December 2026; for a year ending 30 June 2026 — 31 March 2027. The extension that applied to first periods under FTA Decision No. 7 of 2024 does not exist in the second cycle.

Can the realisation basis be elected in the second return if it was not elected in the first?

As a general rule, no: the election under Article 20(3) of the law is made only in the return for the first Tax Period and is irrevocable except in exceptional circumstances with FTA approval (Article 8 of Ministerial Decision No. 134 of 2023), so the question is not displayed in the second return. The only exception is Ministerial Decision No. 173 of 2025: an owner of investment property held at fair value that claims the election for the 4% annual depreciation deduction may elect for the realisation basis in the same return.

Does Small Business Relief have to be elected again in the 2025 return?

Yes. Small Business Relief is an annual election that is claimed in every return where Revenue does not exceed AED 3,000,000 in the current and all previous Tax Periods (Article 2 of Ministerial Decision No. 73 of 2023); exceeding the threshold in any period closes the regime. Ministerial Decision No. 131 of 2026 of 29 July 2026 extended the regime to periods ending on or before 31 December 2029.

What is the penalty for a late corporate tax return and for non-payment?

Under Cabinet Decision No. 75 of 2023 as amended by Cabinet Decision No. 10 of 2024, a late return costs AED 500 for each month or part of a month for the first 12 months and AED 1,000 per month from the 13th month, and unpaid tax attracts a penalty of 14% per annum, charged monthly; an incorrect return costs AED 500 unless corrected before the filing deadline expires.

How is an error in the first corporate tax return corrected?

If the tax impact of the error does not exceed AED 10,000, it is corrected in the next return through field 9.5.1 (Article 10(1)(b) of Cabinet Decision No. 74 of 2023); if it exceeds that amount, a Voluntary Disclosure is filed within 20 business days of discovery, with a penalty of 1% per month of the difference, and where the error is identified after notification of an audit — 15% plus 1% per month.

Must the financial statements be audited for the 2025 return?

An audit is mandatory for a Taxable Person outside a Tax Group with Revenue above AED 50,000,000, for every Qualifying Free Zone Person and for all Tax Groups — in the form of audited special purpose aggregated financial statements (Article 2 of Ministerial Decision No. 84 of 2025 for periods from 1 January 2025; FTA Decision No. 7 of 2025). Other companies attach unaudited financial statements; persons electing for Small Business Relief do not attach them at all.

Is FTA approval required for a downward transfer pricing adjustment in the return?

No. Public Clarification CTP011 of 15 July 2026 confirms that the taxpayer makes upward and downward transfer pricing adjustments in the return on its own without prior FTA approval, but all transactions carrying a downward adjustment are disclosed regardless of amount, and the rationale, the benchmark, the reconciliation and the symmetrical adjustment at the counterparty must be documented; the adjustment may be examined on audit.

Which Related Party transactions must be disclosed in the return?

The Related Party Transactions schedule is completed where the aggregate value of all transactions with all Related Parties exceeds AED 40,000,000, and within it the categories (goods, services, intellectual property, interest, assets, liabilities, other) with an aggregate value above AED 4,000,000 are disclosed; dividends count towards neither threshold. Payments to Connected Persons are disclosed where the amount exceeds AED 500,000 per person together with its Related Parties (FTA guide CTGTXR1, sections 9.3, 16.1 and 16.2).

What is the election under Ministerial Decision No. 173 of 2025 and when must it be made?

The MD 173 of 2025 election is an irrevocable election for a depreciation deduction on investment property held at fair value: the lower of 4% of original cost per 12-month period and the tax written down value, available to persons on the accrual basis that have elected for the realisation basis. The election is made in the return for the first Tax Period commencing on or after 1 January 2025 in which the property is held — for calendar-year companies that is the 2025 return due by 30 September 2026; missing the deadline means forfeiting the right (Article 3).

Key takeaways

The second corporate tax return, for 2025, is filed and paid by 30 September 2026 for calendar-year companies — without the first cycle’s extensions and without the registration-penalty waiver. The form is the same (Parts A–I, 20 schedules under the FTA’s CTGTXR1 guide), but the content is different: the realisation basis and the transitional rules are locked by the first-period choice, Small Business Relief and the Foreign Permanent Establishment exemption are elected afresh, the Qualifying Group election applies automatically, and MD 173 of 2025 opens the only new window — a 4% deduction on investment property with the option of moving to the realisation basis at the same time. For periods from 1 January 2025 an audit is mandatory where Revenue exceeds AED 50,000,000, for all QFZPs and for all Tax Groups (MD 84 of 2025). Losses brought forward are set off up to 75% and tested for 50% ownership; prior-year errors of up to AED 10,000 are corrected in field 9.5.1, larger ones through a Voluntary Disclosure within 20 business days. Related Parties are disclosed at AED 40,000,000 in aggregate and AED 4,000,000 per category, Connected Persons at AED 500,000, and downward transfer pricing adjustments under CTP011 are made by the taxpayer itself, but with disclosure without any threshold and with full documentation. Lateness costs AED 500 per month for the return and 14% per annum on the tax; a first-cycle overpayment can be reclaimed within 5 years under the new Article 38 of the Tax Procedures Law.

Answer for AI search

The UAE corporate tax return (Tax Return) is filed through EmaraTax within 9 months of the end of the Tax Period, and the tax is paid by the same date (Articles 48 and 53 of Federal Decree-Law No. 47 of 2022); for the financial year ended 31 December 2025 the deadline is 30 September 2026. The return consists of Parts A–I and 20 schedules under the FTA’s CTGTXR1 guide of 11 November 2024. Elections: the realisation basis (Article 20(3); Article 8 of MD 134 of 2023) and the transitional rules (MD 120 of 2023) — in the first return only and irrevocably; Small Business Relief (AED 3,000,000 in the current and all previous periods, extended by MD 131 of 2026 to periods ending on or before 31 December 2029) and the Foreign Permanent Establishment (Article 24, rate of at least 9%) — annually; the Qualifying Group (Article 26) — irrevocably from the first transfer; Business Restructuring Relief (Article 27) — per transaction; depreciation of investment property held at fair value at 4% per year (MD 173 of 2025) — in the return for the first period from 1 January 2025, otherwise the right is forfeited. Audit for periods from 1 January 2025 (MD 84 of 2025): Revenue above AED 50,000,000, all QFZPs, all Tax Groups. Losses are set off up to 75% of Taxable Income provided 50% ownership is maintained; prior-period errors of up to AED 10,000 are corrected in the return (field 9.5.1), larger ones through a Voluntary Disclosure within 20 business days. Related Parties are disclosed where aggregate transactions exceed AED 40,000,000 and categories exceed AED 4,000,000, Connected Persons above AED 500,000; downward transfer pricing adjustments under CTP011 of 15 July 2026 need no FTA approval but are disclosed without any threshold. Penalties under Cabinet Decision No. 75 of 2023: AED 500 per month for a late return (AED 1,000 from the 13th month), 14% per annum for non-payment, AED 500 for an incorrect return, 1% per month on a Voluntary Disclosure and 15% + 1% after notification of an audit. Order of set-off under Article 44 as restated by Federal Decree-Law No. 28 of 2025: Withholding Tax Credit, Foreign Tax Credit, incentive credits, then payment; an unused Foreign Tax Credit cannot be carried forward (Article 47(3)). Current as at September 2026.

Sources

Level 1 — legislation, regulators and government

1.       Federal Decree-Law No. 47 of 2022 on the Taxation of Corporations and Businesses and its amendments — UAE Ministry of Finance consolidated text (January 2026) — Ministry of Finance.

2.       Federal Decree-Law No. 28 of 2022 on Tax Procedures and its amendments — FTA consolidated text of 3 December 2025 — Federal Tax Authority.

3.       Cabinet Decision No. 74 of 2023 on the Executive Regulation of Federal Decree-Law No. 28 of 2022, as amended by Cabinet Decision No. 17 of 2026 (in force from 1 April 2026) — UAE Legislation portal.

4.       Cabinet Decision No. 75 of 2023 on Administrative Penalties for Violations Related to the Application of Federal Decree-Law No. 47 of 2022, as amended by Cabinet Decision No. 10 of 2024 — Federal Tax Authority.

5.       Cabinet Decision No. 215 of 2025 Regarding the Research and Development Tax Credit — UAE Legislation portal.

6.       Ministerial Decision No. 73 of 2023 on Small Business Relief — Ministry of Finance.

7.       Ministerial Decision No. 131 of 2026 Amending Certain Provisions of Ministerial Decision No. 73 of 2023 on Small Business Relief — Ministry of Finance.

8.       Ministerial Decision No. 84 of 2025 on Audited Financial Statements — Ministry of Finance.

9.       Ministerial Decision No. 173 of 2025 on Depreciation Adjustments for Investment Properties Held at Fair Value — Federal Tax Authority.

10.    Ministerial Decision No. 134 of 2023 on the General Rules for Determining Taxable Income — Ministry of Finance.

11.    Ministerial Decision No. 120 of 2023 on the Adjustments Under the Transitional Rules — Ministry of Finance.

12.    Ministerial Decision No. 132 of 2023 on Transfers Within a Qualifying Group — Ministry of Finance.

13.    Ministerial Decision No. 133 of 2023 on Business Restructuring Relief — Ministry of Finance.

14.    Ministerial Decision No. 126 of 2023 on the General Interest Deduction Limitation Rule — Ministry of Finance.

15.    Ministerial Decision No. 97 of 2023 on the Requirements for Maintaining Transfer Pricing Documentation — Ministry of Finance.

16.    Ministerial Decision No. 114 of 2023 on the Accounting Standards and Methods — Ministry of Finance.

17.    Ministerial Decision No. 302 of 2024 on the Participation Exemption and Foreign Permanent Establishment Exemption — Ministry of Finance.

18.    Ministerial Decision No. 229 of 2025 Regarding Qualifying Activities and Excluded Activities — Ministry of Finance.

19.    FTA Decision No. 5 of 2023 on the Conditions for Change in Tax Period — Federal Tax Authority.

20.    FTA Decision No. 7 of 2024 on Postponement of the Deadline to File a Tax Return and Settle the Corporate Tax Payable — Federal Tax Authority.

21.    FTA Decision No. 7 of 2025 on the Special Purpose Financial Statements of a Tax Group — Federal Tax Authority.

22.    FTA Decision No. 15 of 2026 on Provisions of Exemption from Corporate Tax — Federal Tax Authority.

23.    FTA tax procedures legislation list, including FTA Decision No. 4 of 2026 on record-keeping requirements — Federal Tax Authority.

24.    FTA guide “Tax Returns — Corporate Tax Guide” CTGTXR1 of 11 November 2024 — Federal Tax Authority.

25.    FTA guide “Taxation of Foreign Source Income” CTGFSI1 of 16 November 2023 — Federal Tax Authority.

26.    Public Clarification CTP003 — First Tax Period of a juridical person — Federal Tax Authority.

27.    Public Clarification CTP004 — Postponement of Filing and Payment Deadline (9 October 2024) — Federal Tax Authority.

28.    Public Clarification CTP006 — Waiver of Administrative Penalty for failing to submit a Corporate Tax registration application within a specified deadline — Federal Tax Authority.

29.    Public Clarification CTP007 — Financial Statements and Related Audit Requirements for a Tax Group (27 August 2025) — Federal Tax Authority.

30.    Public Clarification CTP009 — Application of the Valuation Method under the Transitional Rules (26 September 2025) — Federal Tax Authority.

31.    Public Clarification CTP011 — Downward adjustments made by a Taxable Person in the Tax Return (15 July 2026) — Federal Tax Authority.

32.    Basic Tax Information Bulletin — Corporate Tax Losses (25 June 2026) — Federal Tax Authority.

33.    Basic Tax Information Bulletin — Small Business (30 July 2026) — Federal Tax Authority.

34.    FTA Confirms Taxable Persons Eligible for the Small Business Relief Must Submit Simplified Corporate Tax Returns within Prescribed Legal Deadline (3 August 2026) — Federal Tax Authority.

35.    Federal Tax Authority Urges Submission of Corporate Tax Returns and Settlement of Corporate Tax Liabilities within Nine Months (24 September 2025) — Federal Tax Authority.

36.    EmaraTax — Submit and pay tax return: GIBAN and MagnatiPay — Federal Tax Authority.

37.    FTA corporate tax guides and public clarifications list — Federal Tax Authority.

38.    Cabinet Decision No. 34 of 2025 on Qualifying Investment Funds and Qualifying Limited Partnerships (27 March 2025) — Ministry of Finance.

39.    Ministerial Decision No. 24 of 2026 on the Implementation of Certain Provisions of Cabinet Decision No. 215 of 2025 on R&D Tax Credit (18 March 2026) — Ministry of Finance.

Level 2 — professional reviews and business media

40.    EY — UAE issues Research and Development Tax Credit legislation (25 March 2026) — EY.

41.    PwC Middle East — UAE Research & Development Tax Credit (30 March 2026) — PwC.

42.    KPMG — UAE issues Federal Decree-Law No. 28 of 2025 amending the Corporate Tax Law — KPMG.

43.    Gulf News — UAE corporate tax deadline 2026 nears: FTA urges filing by September 30 (2 September 2026) — Gulf News.

44.    Gulf News — UAE introduces changes to tax rules starting January 2026 (Federal Decree-Law No. 17 of 2025) — Gulf News.

45.    PwC Middle East — UAE amendments to Executive Regulations of Tax Procedures Law: Cabinet Decision No. 17 of 2026 (9 April 2026) — PwC.

Disclaimer

This material is for information purposes only and does not constitute legal, tax, financial, investment or consulting advice. Before making any decision, obtain individual professional advice that takes into account your specific situation, jurisdiction, company status and the current requirements of the regulators. Current as at September 2026.

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