Peer Review Report Phase 2 Implementation of The Standard in Practice

GLOBAL FORUM ON TRANSPARENCY AND EXCHANGE
OF INFORMATION FOR TAX PURPOSES
Peer Review Report

Phase 2
Implementation of the Standard
in Practice
UNITED ARAB EMIRATES
Global Forum
on Transparency
and Exchange
of Information for Tax
Purposes Peer Reviews:
United Arab Emirates
2016
PHASE 2:
IMPLEMENTATION OF THE STANDARD IN PRACTICE
July 2016
(reflecting the legal and regulatory framework
as at May 2016)
This work is published on the responsibility of the Secretary-General of the OECD.

The opinions expressed and arguments employed herein do not necessarily reflect
the official views of the OECD or of the governments of its member countries or
those of the Global Forum on Transparency and Exchange of Information for Tax
Purposes.
This document and any map included herein are without prejudice to the status
of or sovereignty over any territory, to the delimitation of international frontiers
and boundaries and to the name of any territory, city or area.
Please cite this publication as:

OECD (2016), Global Forum on Transparency and Exchange of Information for Tax Purposes Peer
Reviews: United Arab Emirates 2016: Phase 2: Implementation of the Standard in Practice, OECD
Publishing, Paris. http://dx.doi.org/10.1787/9789264258891-en
ISBN 978-92-64-25888-4 (print)

ISBN 978-92-64-25889-1 (PDF)
Series: Global Forum on Transparency and Exchange of Information for Tax Purposes Peer Reviews
ISSN 2219-4681 (print)
ISSN 2219-469X (online)
The statistical data for Israel are supplied by and under the responsibility of the relevant Israeli
authorities. The use of such data by the OECD is without prejudice to the status of the Golan Heights,
East Jerusalem and Israeli settlements in the West Bank under the terms of international law.
Corrigenda to OECD publications may be found on line at: www.oecd.org/about/publishing/corrigenda.htm.
OECD 2016
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Global Forum
on Transparency
and Exchange
of Information for Tax
Purposes Peer Reviews:
United Arab Emirates
2016
PHASE 2:
IMPLEMENTATION OF THE STANDARD IN PRACTICE
July 2016
(reflecting the legal and regulatory framework
as at May 2016)
This work is published on the responsibility of the Secretary-General of the OECD.

The opinions expressed and arguments employed herein do not necessarily reflect
the official views of the OECD or of the governments of its member countries or
those of the Global Forum on Transparency and Exchange of Information for Tax
Purposes.
This document and any map included herein are without prejudice to the status
of or sovereignty over any territory, to the delimitation of international frontiers
and boundaries and to the name of any territory, city or area.
Please cite this publication as:

OECD (2016), Global Forum on Transparency and Exchange of Information for Tax Purposes Peer
Reviews: United Arab Emirates 2016: Phase 2: Implementation of the Standard in Practice, OECD
Publishing, Paris. http://dx.doi.org/10.1787/9789264258891-en
ISBN 978-92-64-25888-4 (print)

ISBN 978-92-64-25889-1 (PDF)
Series: Global Forum on Transparency and Exchange of Information for Tax Purposes Peer Reviews
ISSN 2219-4681 (print)
ISSN 2219-469X (online)
The statistical data for Israel are supplied by and under the responsibility of the relevant Israeli
authorities. The use of such data by the OECD is without prejudice to the status of the Golan Heights,
East Jerusalem and Israeli settlements in the West Bank under the terms of international law.
Corrigenda to OECD publications may be found on line at: www.oecd.org/about/publishing/corrigenda.htm.
OECD 2016
You can copy, download or print OECD content for your own use, and you can include excerpts from OECD
publications, databases and multimedia products in your own documents, presentations, blogs, websites and
teaching materials, provided that suitable acknowledgement of OECD as source and copyright owner is given. All
requests for public or commercial use and translation rights should be submitted to rights@oecd.org. Requests for
permission to photocopy portions of this material for public or commercial use shall be addressed directly to the
Copyright Clearance Center (CCC) at info@copyright.com or the Centre franais dexploitation du droit de copie
(CFC) at contact@cfcopies.com.
TABLE OF CONTENTS 3
Table of Contents
About the Global Forum 5

Executive summary 7
Introduction 13
Information and methodology used for the peer review of the United Arab
Emirates 13
Overview of the United Arab Emirates 14
General information on legal system and the taxation system16
Overview of the financial sector and relevant professions18
Recent developments 21
Compliance with the Standards 23
A. Availability of information 23
Overview 23
A.1 Ownership and identity information 25
A.2 Accounting records 67
A.3 Banking information 85
B. Access to information 91
Overview 91
B.1 Competent Authoritys ability to obtain and provide information 93
B.2 Notification requirements and rights and safeguards119
C. Exchanging information121
Overview121
C.1 Exchange of information mechanisms 122
C.2 Exchange of information mechanisms with all relevant partners 132
C.3 Confidentiality 134
PEER REVIEW REPORT PHASE 2 UNITED ARAB EMIRATES OECD 2016
4 TABLE OF CONTENTS
C.4 Rights and safeguards of taxpayers and third parties 136
C.5 Timeliness of responses to requests for information137
Summary of determinations and factors underlyingrecommendations149
Annex 1: Jurisdictions response to the review report 157
Annex 2: List of all exchange-of-information mechanisms in Force162
Annex3: List of all laws, regulations and other material received166
Annex4: Persons interviewed during on-site visit 170
ABOUT THE GLOBAL FORUM 5
About the Global Forum

The Global Forum on Transparency and Exchange of Information for
Tax Purposes is the multilateral framework within which work in the area
of tax transparency and exchange of information is carried out by over
130jurisdictions, which participate in the Global Forum on an equal footing.
The Global Forum is charged with in-depth monitoring and peer
review of the implementation of the international standards of transparency and exchange of information for tax purposes. These standards are
primarily reflected in the 2002 OECD Model Agreement on Exchange of
Information on Tax Matters and its commentary, and in Article26 of the
OECD Model Tax Convention on Income and on Capital and its commentary as updated in 2004. The standards have also been incorporated into
the UN Model Tax Convention.
The standards provide for international exchange on request of foreseeably relevant information for the administration or enforcement of the
domestic tax laws of a requesting party. Fishing expeditions are not authorised
but all foreseeably relevant information must be provided, including bank
information and information held by fiduciaries, regardless of the existence
of a domestic tax interest or the application of a dual criminality standard.
All members of the Global Forum, as well as jurisdictions identified by
the Global Forum as relevant to its work, are being reviewed. This process is
undertaken in two phases. Phase 1 reviews assess the quality of a jurisdictions legal and regulatory framework for the exchange of information, while
Phase2 reviews look at the practical implementation of that framework. Some
Global Forum members are undergoing combined Phase1 and Phase2
reviews. The Global Forum has also put in place a process for supplementary
reports to follow-up on recommendations, as well as for the ongoing monitoring of jurisdictions following the conclusion of a review. The ultimate goal is
to help jurisdictions to effectively implement the international standards of
transparency and exchange of information for tax purposes.
All review reports are published once approved by the Global Forum
and they thus represent agreed Global Forum reports.
For more information on the work of the Global Forum on Transparency
and Exchange of Information for Tax Purposes, and for copies of the published review reports, please refer to www.oecd.org/tax/transparency and
www.eoi-tax.org.
Executive summary 7
Executive summary
1.
This report summarises the legal and regulatory framework for
transparency and exchange of information for tax purposes in the United
Arab Emirates (UAE). The international standard, which is set out in the
Global Forums Terms of Reference to Monitor and Review Progress Towards
Transparency and Exchange of Information, is concerned with the availability
of relevant information within a jurisdiction, the competent authoritys ability
to gain timely access to that information, and in turn, whether that information
can be effectively exchanged with its exchange of information (EOI) partners.
2.
The UAE, a federation of seven sovereign Emirates, is situated in the
southeast of the Arabian Peninsula in Southwest Asia. It is one of the regions
most developed economies. It has a diversified economy, with the services
and industry (including exploitation of oil and gas reserves) sectors contributing almost its entire gross domestic product. Federal laws apply to businesses
operating in the UAE, while tailored legal regimes apply to entities operating
in one of the 38 free zones located in the different Emirates, which mostly
focus on commercial and industrial activities with the exception of the two
financial free zones. The report includes analysis of the framework that
applies in the UAE in general as well as that in the different free zones.
3.
It is important to note that in the first two years of the review period
(1January 2012-31December 2014), the UAE did not have an organised
process for the handling of EOI requests. This resulted in only very few EOI
requests being processed at that time. Although early 2014 an EOI Unit was
established, there remains a significant backlog of unanswered requests, with
only 94 of the 323EOI requests having been finalised. The UAE should continue with its efforts to fully establish its EOI Unit, particularly with its plans
to increase the staffing of the unit, and to address the backlog of requests on
an urgent basis.
4.
The fact that the UAE only started in 2014 with the systematic processing of EOI requests meant that it encountered more difficulties related to
inexperience and setting up the domestic and international framework. The
UAEs EOI partners have reported difficulties in communicating with the
UAE Competent Authority. Status updates were never sent, and even where
8 Executive summary
partial responses were sent no explanation was offered on the status of the
missing information. The UAE has made efforts to facilitate discussions
with key partners since the establishment of the EOI Unit. The UAE should
increase its efforts to discuss and understand issues raised by its EOI partners
through direct communication, including the provision of status updates.
5.
Until the end of 2015 it was standard practice for the UAE to include
a reference to the equivalent of paragraph26(3) of the OECD Model Tax
Convention in its response letters to signal that certain information was not
obtainable in the normal course of administration. This occurred irrespective
of whether information was in fact not obtained and generally without further
explanation. Declining to provide certain information on face value because
it would fall under Article26(3) does not match with the objective to ensure
that all foreseeably relevant information gets exchanged. It is not unlikely that
in many of the cases additional information is available with the requesting
jurisdiction which would enable the UAE to obtain the information. T h e
UAE should only decline to provide information on the basis of the equivalent
of Article26(3) of the OECD Model Tax Convention where this has been
clearly established after consultation of the requesting jurisdiction.
6.
Domestically, the process of obtaining information through local
authorities is still being further developed. These local authorities are not
used to dealing with EOI requests for tax purposes. It may therefore be
very difficult for them to determine which information and documents are
meant to be obtained, and the use of templates which did not always fit the
specific case may have contributed to the confusion. Although the UAE has
already taken steps to improve the situation, this is still work in progress. The
UAE should ensure that the collaboration with the local authorities does not
impede effective EOI, and in particular that its Competent Authority includes
all relevant details in its request to a local authority to obtain information for
EOI purposes (without compromising confidentiality), so all requested information can be obtained. In addition, the UAE should monitor that its access
and compulsory powers are effective in all cases where information should
be obtained under the relevant tax information agreement.
7.
The UAEs legal and regulatory framework for the maintenance of
ownership and identity information by companies and partnerships is largely
in place. Identity and ownership information consistent with the international
standard is generally available for relevant entities in the Dubai International
Financial Centre (DIFC) and other free zones. Information on the settlors,
trustees and beneficiaries of trusts (including foreign trusts) in the DIFC is also
generally ensured, but is not available in all instances for foreign trusts which
have an administrator or trustee resident in the UAE or in the other free zones.
In addition, it is not clear that foreign companies in the Dubai Airport Free Zone
are required to keep ownership information or provide it to the authorities.
Executive summary 9
8.
In practice, ownership information regarding entities operating in the
UAE must be provided to the authorities upon registration. Entities operating in one of the free zones are required to notify any change in ownership
when it occurs and in many cases the change is only valid upon its registration. With respect to most entities operating outside the free zones, the
Departments of Economic Development of each Emirate monitor the availability of ownership information, mainly through checking annual returns.
The Securities and Commodities Authority (SCA) supervises public joint
stock companies and the service providers which keep share registers of private joint stock companies.
9.
With respect to the availability of accounting information, relevant
entities in the UAE are required to keep reliable accounting records, including underlying documentation, for a period of at least five years, as provided
for in the Commercial Transactions Law (CTL). The rules of the CTL also
directly apply to companies and establishments in the Fujairah Free Zone,
since no local rules on the keeping of accounting records have been issued.
Although the CTL also applies to entities in the other free zones (except the
DIFC), the legislation in most of the free zones which are reviewed contains
separate obligations to keep accounting records which does not entirely
satisfy the Terms of Reference. Given the variation between the CTL and
the legislation in most free zones analysed, it is recommended that further
clarification on the interaction between the CTL and the free zone legislation
be provided. Entities in the DIFC are, since December 2013, required to keep
reliable accounting records, including underlying documentation, for a period
of at least six years.
10.
Almost all entities in the UAE must have their accounts audited, and
in most cases the audited financial statements must be submitted to the relevant authorities. However, in respect of partnerships in the UAE as well as
offshore companies in the Jebel Ali Free Zone and the RAK Free Zones there
is no such framework and the monitoring of compliance with accounting
record keeping obligations is very limited. It is recommended that the UAE
implements a system of oversight to ensure that these entities keep reliable
accounting records, including underlying documentation, in practice.
11.
No peers have mentioned that the UAE had indicated that information could not be exchanged because it was not available. Nevertheless, it is
a matter of fact that the UAE has not exchanged information in every case
where it was requested and it is not clear in these cases that the requested
information would have been available. It is therefore recommended that the
UAE monitors the availability of ownership and accounting information, and
in particular underlying documentation, where this is requested by an EOI
partner.
10 Executive summary
12.
In respect of banks and other financial institutions, the Central Bank
Law and related anti-money laundering regulations and binding circulars
ensure the availability of information on customers and transactions in line
with the international standard. The legal and regulatory framework in the
DIFC is also adequate. In practice, bank information has been exchanged and
no instances were reported where the information was not available while it
should have been.
13.
Prior to 2012 there was some ambiguity as to whether there were
access powers available to the relevant UAE authorities for collecting
information for EOI purposes. As a result, it was also found likely that the
confidentiality of bank information could not be lifted for EOI purposes.
The issuance of Council of Ministers Resolution No.17 of 2012 in May 2012
means that these other authorities are now required to cooperate with the
Ministry of Finance. However, the process and procedures for the other government authorities to provide information for EOI purposes to the Ministry
of Finance when requested to do so is not specified in respect of the authorities with which the Ministry of Finance has not concluded an MoU. MoUs are
in place between the Ministry of Finance and most other relevant authorities,
but not directly with the Departments of Economic Development of the different Emirates, which would be requested to collect information from and
in respect of many UAE entities. In addition, access powers in the Fujairah
Free Zone have not been identified. It is therefore recommended that the UAE
further clarifies its legal and regulatory framework in this respect. The scope
of professional privilege for lawyers who are asked to produce information by
the DIFC authorities is in accordance with the international standard since a
legislative amendment in December 2012, however the scope of professional
privilege appears to extend beyond that provided for in the international
standard where a lawyer is asked to produce information for EOI purposes
by another authority.
14.
The UAE has an exchange of information relationship with 104jurisdictions. Most agreements are in the form of a DTC, but since November
2015 the UAE has signed eight TIEAs. However, it has taken up to four years
since the UAE was first approached for it to sign the first TIEAs. A number
of jurisdictions, including the ones that are have been waiting for their TIEA
to be concluded, expressed their dissatisfaction with the delays in negotiating
EOI agreements and/or the time taken by the UAE between initialling and
signing an EOI agreement. It is recommended that the UAE should, expeditiously, enter into agreements for exchange of information (regardless of their
form) with all relevant partners, meaning those partners who are interested in
entering into an information exchange arrangement with it.
15.
The UAE has been assigned a rating for each of the 10 essential elements as well as an overall rating. The ratings for the essential elements are
Executive summary 11
based on the analysis in the text of the report, taking into account the Phase1
determinations, any recommendations made in respect of the UAEs legal
and regulatory framework and the effectiveness of its exchange of information in practice. On this basis, the UAE has been assigned the following
ratings: Compliant for elementsA.3, B.2, C.3 and C.4, Largely Compliant
for elementsA.1 and C.2, Partially Compliant for elementsA.2, B.1 and C.1,
and Non-Compliant for elementC.5. In view of the ratings for each of the
essential elements taken in their entirety, the overall rating for the UAE is
Partially Compliant.
16.
A follow up report on the steps undertaken by the UAE to answer the
recommendations made in this report should be provided in accordance with
the process outlined under the Methodology for the second round of reviews
(2016 Methodology).
Introduction 13
Introduction
Information and methodology used for the peer review of the United
Arab Emirates
17.
The Phase1 and supplementary assessments of the legal and regulatory framework of the United Arab Emirates (the UAE) were based on the
international standards for transparency and exchange of information as
described in the Global Forums Terms of Reference to Monitor and Review
Progress Towards Transparency and Exchange of Information for Tax
Purposes, and were prepared using the Global Forums Methodology for Peer
Reviews and Non-Member Reviews. The Phase1 report was based on the
laws, regulations, and exchange of information mechanisms in force or effect
as at April 2012, other materials supplied by the UAE, information supplied
by partner jurisdictions and information available in the public domain.
18.
The supplementary peer review report, which followed the Phase1
report of the UAE, was prepared pursuant to paragraph58 of the Global
Forums Methodology. The supplementary report was based on information available to the assessment team including the laws, regulations, and
exchange of information arrangements in force or effect as at 7February
2014, and information supplied by the UAE. The following analysis reflects
the integrated Phase1 and supplementary assessments of the legal and regulatory framework of the UAE as at 7February 2014.
19.
The Phase2 review assessed the legal and regulatory framework as
at 13May 2016, as well as the practical implementation of this framework
during a three year period (1January 2012 to 31December 2014). The following analysis reflects the integrated Phase1 and Phase2 assessments. The
assessment is based on the laws, regulations and exchange of information
mechanisms in force or effect as at May 2016, as well as other information,
explanations and materials supplied by the UAE, information supplied by
partner jurisdictions and explanations provided by the UAE during the onsite visit that took place from 6-9December 2015 in Dubai, UAE. During
the on-site visit, the assessment team met a wide range of officials and
14 Introduction
representatives of the Ministry of Finance, the Central Bank and free zone
authorities (for a complete list see Annex4).
20.
The Terms of Reference breaks down the standards of transparency
and exchange of information into 10 essential elements and 31 enumerated aspects under three broad categories: (A)availability of information;
(B)access to information; and (C)exchange of information. This review
assesses the UAEs legal and regulatory framework against these elements
and each of the enumerated aspects. In respect of each essential element a
determination is made that either: (i)the element is in place; (ii)the element
is in place, but certain aspects of the legal implementation of the element
need improvement; or (iii)the element is not in place. These determinations
are accompanied by recommendations on how certain aspects of the system
could be strengthened. A summary of the findings against those elements is
set out at the end of this report.
21.
The Phase1 assessment was conducted by two expert assessors and a
representative of the Global Forum Secretariat: MrDaniel Ruffi, Deputy Head
of Mutual Administrative Legal Assistance, Division for International Affairs,
Swiss Federal Tax Administration, Berne, Switzerland; MsIdris Fidela
Clarke, Director, Financial Services Regulatory Commission, Saint Kitts and
Nevis; and MrSanjeev Sharma from the Global Forum Secretariat. For the
supplementary Phase1 assessment, MsIdris Fidela Clarke was replaced by
MrsHeidi-Lynn Sutton, Financial Services Regulatory Commission, Nevis
Branch, Saint Kitts and Nevis, and MrSanjeev Sharma was replaced by
MrMikkel Thunnissen from the Global Forum Secretariat.
22.
The Phase2 assessment was conducted by the same two expert assessors as for the supplementary Phase1 assessment: MrDaniel Ruffi, Deputy
Head of Mutual Administrative Legal Assistance, Division for International
Affairs, Swiss Federal Tax Administration, Berne, Switzerland; and
MsHeidi-Lynn Sutton, Financial Services Regulatory Commission, Nevis
Branch, Saint Kitts and Nevis. MrAndrew Auerbach, MrMikkel Thunnissen
and MrYusef Alyusef of the Global Forum Secretariat were also part of the
assessment team.
Overview of the United Arab Emirates

23.
The UAE is a federation of seven politically independent and sovereign Emirates (Abu Dhabi, Ajman, Fujairah, Sharjah, Dubai, Ras al-Khaimah
and Umm al-Qaiwain) situated in the southeast of the Arabian Peninsula in
Southwest Asia, bordering Oman and Saudi Arabia and sharing maritime
borders with Iraq, Kuwait, Bahrain, Qatar and Iran. The total area of the UAE
is 83600square kilometres. More than 80% of its population are expatriates.
Introduction 15
The capital is Abu Dhabi. The currency of the UAE is the Emirati Dirham
(AED): AED1 = EUR0.24 as at 17May 2016.1
24.
With a gross domestic product (GDP) in 2015 of USD339billion
(estimated),2 the UAE is one of the most developed economies in the Middle
East and North Africa (MENA) region. Approximately half of the GDP
comes from services, while industry represents the other half (agriculture
only marginally contributes to the GDP). The undivided Emirates aggregate
oil reserves represent 7% of the world proved oil reserves. One third of the
UAEs GDP comes from oil and gas. In 2014, the UAEs main trading partners (exports) were; India, the Islamic Republic of Iran, Iraq, Switzerland and
the European Union. Its main trading partners (imports) in 2014 were; the
European Union, India, China, the United States and Japan.3
25.
The UAE has enjoyed economic benefits and industrial growth
partly as a result of its flourishing free zones. As at April 2016, there were
38 free zones throughout the UAE. Most free zones have been established in
the Emirate of Dubai. Recently, some of the free zones in Dubai have been
clustered and are now managed by one authority (there is one cluster of 4
free zones and one cluster of 10 free zones). The major advantage of setting
up a business in a free zone is that it entitles foreign investors to: (i)100%
foreign ownership of the enterprise; (ii)100% import and export tax exemptions; (iii)100% repatriation of capital and profits; (iv)no corporate taxes for
15years, renewable for an additional 15years; (v)no personal income taxes;
and (vi)assistance with labour recruitment, and additional support services,
such as sponsorship and housing. Criminal and some other federal laws apply
to the free zones but each free zone authority has the power to establish its
own regulations, including regulations on commercial entities and matters.
26.
Given the different legal and regulatory framework that exists in the
free zones regarding areas relevant for the international standards of transparency and exchange of information for tax purposes, this report also examines
the frameworks of five of the largest free zones: the Dubai International
Financial Centre (DIFC), the Dubai Airport Free Zone, the Fujairah Free
Zone, the Jebel Ali Free Zone, and entities in the Ras Al Khaimah Free Trade
Zone (RAKFTZ), the Ras Al Khaimah Investment Authority (RAKIA) and
the Ras Al Khaimah International Corporate Centre (RAK ICC). Where possible, the three free zones in Ras Al Khaimah together will in this report be
referred to as RAK Free Zones.
1.
www.xe.com, accessed 17May 2016.
2. CIA, The World Fact book, https://www.cia.gov/library/publications/
the-world-factbook/geos/ae.html.
3. World Trade Organization, UAE Profile, http://stat.wto.org/CountryProfile/
WSDBCountryPFView.aspx?Language=E&Country=AE.
16 Introduction
27.
The RAKFTZ and the RAKIA ultimately fall under the same management, although they are two different free zones. It should be noted that
these free zones are currently in transition to streamline the activities. Until
December 2015, both free zones allowed for the incorporation of onshore
companies (with physical presence and activities in the free zones) and offshore companies (where the activities are exclusively outside the free zones
and the companies are represented by a registered agent). On 1January 2016,
new regulations came into force with respect to offshore companies, which
can now be established in a third (new) free zone, the RAK ICC. In this new
free zone only offshore companies can be incorporated. Existing offshore
companies that are established in the RAKFTZ or the RAKIA have a transition period of two years to comply with the new regulations. It is planned to
merge the onshore companies of the RAKFTZ and the RAKIA in a similar
manner starting in 2017.
28.
The UAE is a founding member of the Co-operation Council for the
Arab States of the Gulf, and a member of the League of Arab States. It is also
a member of the United Nations, the Organisation of the Islamic Conference,
the Organisation of the Petroleum Exporting Countries (OPEC) and the
World Trade Organization. The UAE also engages with the Organisation for
Economic Co-operation and Development (OECD), and committed to the
international standards for transparency and exchange of information and
became a member of the Global Forum in September 2009.
General information on legal system and the taxation system

Legal system
29.
The UAE was constituted as a federation under a provisional written
Constitution in 1971, which became permanent in 1996. The President is the
head of state and is supported by a Vice-President and a Council of Ministers.
The constitution provides for the election of the President and his Deputy
by the Supreme Council of the Union consisting of the Rulers of the seven
Emirates. The Federal National Council represents the general Emirati people.
It consists of 40 members drawn from all the Emirates and provides advice to
the Council of Ministers, which passes legislation. Each Emirate has its own
ruler. At present, the ruler of Abu Dhabi holds the position of President and the
ruler of Dubai is the Vice-President and Prime Minister of the UAE.
30.
The UAE operates under a civil law system and statutes are the
primary source of law. The Dubai International Financial Centre (DIFC), a
financial free zone, however, operates on the principles of common law. The
Constitution is concerned solely with the relations between the Emirates, and
does not prescribe a system of government. The UAEs laws consist of the
Constitution, Federal Laws, Decrees, Emiri Laws and Emiri Decrees, and
Introduction 17
Ministerial decisions. The provisions of the Constitution prevail over any

conflicting provisions in other legal instruments and decisions issued by the
authorities of the Emirates. International treaties are ranked at a higher level
than the domestic law and, in the event of any inconsistency between a treaty
and domestic law, the treaty provisions prevail and authorities will act to
remove the inconsistency by amending the domestic law. This principle has
been recently confirmed by a Federal Supreme Court Ruling of 14June 2011.
31.
The Constitution provides for a federal court system, but acknowledges the right of each Emirate to maintain an independent legislative body
and judicial authority. There is no doctrine of binding precedents and judgments of the higher courts are not binding on the lower courts. The court
of original jurisdiction is the Court of First Instance, which amongst other
matters decides tax-related cases. A first appeal, as of right, is permitted to
the Court of Appeal, on issues of fact and law. A second appeal, on limited
grounds, is permitted against a judgment of the Court of Appeal to the Federal
Supreme Court. Currently, four Emirates, with the exception of the Emirates
of Abu Dhabi, Dubai and Ras Al Khaimah, are part of the federal court
system. From 2006, the Abu Dhabi courts also apply all federal laws, including the Civil Procedure Law and the Criminal Procedure Law. Federal laws
that apply to all seven Emirates govern rules of evidence and court procedure.
32.
The Islamic Sharia is also a source of law in the Union. Sharia is concerned with every aspect of life such as banking, contracts, politics, family and
social issues, and it constitutes a complementary source of law. If a judge does
not find relevant provisions in the Civil Code, he must pass judgment according
to Sharia. A system of Sharia courts exists in each Emirate. These courts deal
predominantly with matters related to the legal status of individuals (marriage
and divorce) and succession and testamentary matters on the basis of Sharia.
They are administered locally by the Emirates in which they are located.
System of taxation
33.
The Constitution provides that the UAE Federal Government has
jurisdiction on finance and taxes, duties and fees (Art.120). However, no
federal tax laws have been promulgated to date. The Emirates of Abu Dhabi,
Dubai, Ras Al Khaimah and Sharjah established corporate tax regimes by
issuance of decrees in the late 1960s (before the Constitution was enacted).4
These decrees very broadly deal with who are taxable persons, rates of taxes,
administration etc. They provide for potential levy of income tax on all companies (including branches of foreign companies) operating in the respective
4.
Abu Dhabi Income Tax Decree of 1965 (with amendments); Dubai Income Tax
Decree of 1969 (with amendments); Ras Al Khaimah Income Tax Decree of 1969
(with amendments), and Sharjah Income Tax Decree of 1968 (with amendments).
18 Introduction
Emirates. However, with the exception of some provisions related to upstream
oil and gas companies and branches of foreign banks, these Decrees are not
implemented and consequently tax is not levied on most companies in the
UAE.
34.
In Abu Dhabi, Dubai, Ras Al Khaimah and Sharjah, branches of
foreign banks are taxed at 20% of their taxable income which is earned or
deemed to be earned in the particular Emirates. Corporate income tax is
imposed on companies dealing in oil or oil exploration rights. In Fujairah,
corporate income tax is imposed on companies engaged in the extraction,
production or selling of petroleum products. In addition, these companies pay
royalties on production to the Ruler. Personal incomes, including all forms of
salary and capital gains wherever arising, are not subject to taxation in any
of the Emirates. There are no withholding taxes. There are no consumption
taxes or value-added tax in the UAE. Municipal taxes are levied in most
Emirates on annual rental paid at 5% for residential premises and 10% for
commercial premises. Other local taxes include a 5% tax on hotel services
and entertainment.
35.
The Ministry of Finance is authorised to negotiate and enter into
bilateral treaties on the avoidance of double taxation (Ministerial Decree
196/03/1989). The Ministry also acts as the competent authority, exchanging
information in accordance with the treaties. An international treaty signed
by the duly authorised representative of the UAE (the Ministry of Finance) is
binding after ratification by the Supreme Council.
Overview of the financial sector and relevant professions

36.
At the end of 2015, the UAE domestic financial sector comprised: 26
financial companies; 25 investment companies; 23domestic banks; 6banks
from Gulf Co-operation Council (GCC) States5; 26foreign banks; and 115
representative offices of foreign banks. The total assets of banks operating in
the UAE amounted to AED2.47 trillion (EUR593billion).
37.
Islamic financial business is allowed to be carried on in the UAE
and the Dubai International Financial Centre (DIFC).6 Islamic financial
products and services are governed by Sharia law. Islamic financial institutions are also subject to federal/DIFC law and the commercial companies
law. As at May 2016, the number of Islamic banks operating in the UAE
5.
6.
The GCC has six members: Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and the
UAE.
For the purposes of this review, the DIFC is discussed separately to the UAE,
even though it is within the UAE. The DIFC has its own legal system, though
some Federal Laws of the UAE do apply in the DIFC.
Introduction 19
stands at seven. Deposits at Islamic banks in the UAE were AED273billion

(EUR65.5billion) as at the end of 2014, which represents approximately 20%
of total deposits of the banking system. As at May 2016, 29institutions with
an Islamic endorsement (10wholly Islamic institutions and 19institutions
conducting business via an Islamic window) operate from within the DIFC.
38.
The Central Bank is responsible for licensing and supervision of all
financial institutions operating within the UAE, including Islamic financial
institutions, except those institutions in the DIFC and the Abu Dhabi Global
Market (ADGM).7 Certain categories of investment and securities business
are licensed and supervised by the Securities and Commodities Authority
(SCA), which has overall regulatory responsibility for the UAEs stock
exchanges.8
39.
The full range of service providers (lawyers9, accountants, auditors10,
notaries11, company service providers etc) operate in the domestic sector, in
the financial free zone, and in the commercial free zones; but the authorities were unable to provide the total number of each type of professional
operating in the UAE. Service providers are registered by the Chamber of
Commerce or the Ministry of Economy.12 The designated supervisors are:
the auditors department within the Ministry of Economy for auditors who
also provide accounting services; the Ministry of Justice for lawyers who
also provide company services; the Planning and Development/Economic
Department for all other services that are conducted by companies and partnerships; and the Ministry of Municipalities for all other services activities
that are conducted through establishments/sole traders.
7.
Financial institutions in the DIFC are regulated by the DIFC Financial Services
Authority.
8.
The UAE has two principal stock markets; the Abu Dhabi Securities Exchange
(ADX) and the Dubai Financial Market (DFM). A third exchange, the Dubai
Gold and Commodities Exchange (DGCX) allows trade in commodity derivatives, including futures and options.
9.
The legal profession is governed by Federal Law 23/1991, as amended by Federal
Law 5/2002.
10. The auditing profession is governed by Federal Law 22/1995.
11. Notaries are governed by Federal Law 22/1991.
12. The Chamber of Commerce registers establishments/sole traders and limited
liability companies, and the Ministry of Economy registers public and private
joint stock companies, general partnerships and foreign companies.
20 Introduction
The Dubai International Financial Centre (DIFC)

40.
The Dubai International Financial Centre (DIFC)13 is a financial
free zone situated in the geographical boundaries of Dubai. It has a common
law legal framework with its own set of rules and regulations with respect to
civil and commercial matters separate from that of the UAE. The DIFC also
houses its own court house and an arbitration center. Federal criminal and
administrative legislation and enforcement applies. Income and profit taxes
have been set at a zero rate for a period of 50years from the date of establishment of the DIFC (2004). The DIFC, as a financial free zone, is distinct and
separate from other free zones. Entities in the DIFC are subject to licensing
and supervision by the DIFC authorities, including the DFSA.
41.
The DIFC has eight independent bodies: the DIFC Authority,
the DIFC Financial Services Authority, the DIFC Judicial Authority, the
Registrar of Companies, the Registrar of Real Property, the Registrar of
Securities, the Anti-Money Laundering Commissioner (for designated nonfinancial professions and businesses) and the Data Protection Commissioner.
42.
The Dubai Financial Services Authority (DFSA) is the independent
regulator of financial services conducted in or from the DIFC. The DFSAs
regulatory mandate includes asset management, banking and credit services,
securities, collective investment funds, custody and trust services, commodities futures trading, Islamic finance, insurance, an international equities
exchange, and an international commodities derivatives exchange.
43.
As of 21April 2016, the DFSAs remit included 546 regulated entities. This total includes 422firms authorised to conduct financial services in
or from the DIFC, including: 123firms that provide advice and/or arrange
transactions in financial products; 66firms undertaking asset management; 18 brokerage firms; 55entities undertaking commercial/investment/
private banking activities; 20 Insurers; 46 Insurance Intermediaries; and
62 Representative Offices. The DFSA also has a regulatory responsibility
with 16 Registered Auditors. Finally, the DFSA monitors the activity of 108
Designated Non-Financial Businesses and Professions (DNFBPs), which were
previously known as ancillary service providers. The DFSAs regulatory role
with respect to the DNFBPs is limited to combating money laundering and
terrorist financing.
44.
The total assets of banking, investment and insurance intermediation firms reported at 31December 2015 were just under USD88billion
(EUR78billion), with deposits of USD55.5billion (EUR49billion).
13.
For more information see www.difc.ae/about.
Introduction 21
45.
Until recently, the DIFC was the only operational financial free zone
in the UAE. Early 2016, the ADGM, which is a financial free zone in the
Emirate of Abu Dhabi, started issuing its first licenses.
Anti-money laundering and customer due diligence

46.
Federal Law 9/2014 (the AML Law), concerning the combatting of
money laundering crimes, applies to entities in the UAE, the DIFC, the ADGM
and other non-financial free zones. Responsibility for supervision rests with
the Central Bank with respect to banks, finance and investment companies,
and with the Securities and Commodities Authority with respect to securities
businesses. The Anti-Money Laundering and Suspicious Cases Unit, located
within the Central Bank, receive and analyse suspicious transaction reports
from financial institutions and other financial, commercial and economic
establishments. It makes this information available to law enforcement agencies
and foreign counterpart agencies to facilitate their investigations.
47.
The DFSA regulates financial services providers and ancillary service providers compliance with AML obligations in the DIFC and now also
has oversight over Designated Non Financial Businesses and Professions,
while the Financial Services Regulatory Authority has the equivalent role in
the ADGM. The Ministry of Economy is responsible for supervision of audit
firms and insurance businesses compliance with AML obligations.
Recent developments
48.
A new Commercial Companies Law (CCL) came into effect on 1July
2015 to replace the previous law which dated back to 1984. Most changes
are meant to facilitate investment, although the rule that 51% of the capital
of a company incorporated in the UAE must be held by UAE nationals still
remains. The objective of the new CCL is to continue the UAEs development
into a global standard market and business environment and, in particular,
raise levels of good corporate governance, protection of shareholders and
promotion of social responsibility of companies. Notable features of the new
CCL include the recognition of the concept of holding companies, procedures
for pledging shares, expert valuation of shares in kind (i.e.non-cash) and the
requirement to rotate auditors (for Public Joint Stock Companies) every three
years. All existing entities are required to amend their existing memoranda
and articles of association to comply with the changes introduced in the new
CCL, and entities failing to do so by 30June 2016 will be dissolved.
Compliance with the Standards: Availability of information 23
Compliance with the Standards
A. Availability of information
Overview
49.
Effective exchange of information requires the availability of reliable
information. In particular, it requires information on the identity of owners and
other stakeholders as well as information on the transactions carried out by entities and other organisational structures. Such information may be kept for tax,
regulatory, commercial or other reasons. If such information is not kept or the
information is not maintained for a reasonable period of time, a jurisdictions
competent authority may not be able to obtain and provide it when requested.
This section of the report assesses the adequacy of the UAEs legal and regulatory
framework on availability of information, as well as its application in practice.
50.
The UAEs legal and regulatory framework for the maintenance of
ownership and identity information by companies and partnerships is largely
in place. Identity and ownership information consistent with the international
standard is generally available for relevant entities in the DIFC and other
free zones. Information on the settlors, trustees and beneficiaries of trusts
(including foreign trusts) in the DIFC is also generally ensured, but is not
available in all instances for foreign trusts which have an administrator or
trustee resident in the UAE or in the other free zones. In addition, it is not
clear that foreign companies in the Dubai Airport Free Zone are required to
keep ownership information or provide it to the authorities.
51.
In practice, ownership information regarding entities operating in the
UAE must be provided to the authorities upon registration. Entities operating
24 Compliance with the Standards: Availability of information

in one of the free zones are required to notify any change in ownership
when it occurs and in many cases the change is only valid upon its registration. With respect to most entities operating outside the free zones, the
Departments of Economic Development of each Emirate monitor the availability of ownership information, mainly through checking annual returns.
The SCA supervises public joint stock companies and the service providers
which keep share registers of private joint stock companies.
52.
Bearer shares were only allowed in the RAKFTZ, but are no longer
authorised in practice. Any companies that had issued bearer shares in the
past have either converted them into registered shares or have been voluntarily or involuntarily dissolved.
53.
The Commercial Transactions Law (CTL) contains provisions requiring relevant entities in the UAE to keep reliable accounting records, including
underlying documentation, for a period of at least five years. The rules of the
CTL also directly apply to companies and establishments in the Fujairah Free
Zone, since no local rules on the keeping of accounting records have been
issued. In respect of entities in the other free zones (except the DIFC), the
CTL also applies. However, the legislation in most of the free zones which
are reviewed contains separate obligations to keep accounting records which
does not entirely satisfy the Terms of Reference. Given the variation between
the CTL and the legislation in most free zones analysed, it is recommended
that further clarification on the interaction between the CTL and the free
zone legislation be provided. Entities in the DIFC are, since December 2013,
required to keep reliable accounting records, including underlying documentation, for a period of at least six years. It should be noted, however, that the
type of underlying documentation to be kept is not specified in all cases.
54.
Almost all entities in the UAE must have their accounts audited,
and in most cases the audited financial statements must be submitted to
the relevant authorities. However, in respect of partnerships as well as offshore companies in the Jebel Ali Free Zone and the RAK Free Zones there
is no such framework and the monitoring of compliance with accounting
record keeping obligations is very limited. It is recommended that the UAE
implements a system of oversight to ensure that these entities keep reliable
accounting records, including underlying documentation, in practice.
55.
No peers have mentioned that the UAE had indicated that information could not be exchanged because it was not available. Nevertheless, it is a
matter of fact that the UAE has not exchanged information in all cases where
it was requested and it is not clear in all cases that the information would have
been available. It is therefore recommended that the UAE monitors the availability of ownership and accounting information, and in particular underlying
documentation, where this is requested by an EOI partner.
56.
In respect of banks and other financial institutions, the Central Bank
Law and related AML/CFT regulations and binding circulars ensure the availability of information on customers and transactions in line with the international
standards. The legal and regulatory framework in the DIFC is also adequate. In
practice, bank information has been exchanged and no instances were reported
where the information was not available while it should have been.
A.1 Ownership and identity information

Jurisdictions should ensure that ownership and identity information for all relevant
entities and arrangements is available to their competent authorities.
57.
As mentioned above in the Introduction, there are almost 40 operational free zones in the UAE which may issue their own regulations on
commercial entities, although harmonisation efforts are being made to have
the same basic administrative requirements for entities in the different free
zones, in particular where they are clustered and administered by one authority. This section therefore analyses the availability of ownership and identity
information on relevant entities separately with respect to entities established
in five of the largest free zones, in addition to the entities that do not fall
under any free zone regime.
Companies (ToRA.1.1)
UAE (excluding the free zones)
58.
A new Commercial Companies Law (CCL) came into effect on 1July
2015. It replaced the previous law which dated back to 1984. Most changes
are related to facilitating investment, and the rules that are relevant with
respect to ensuring the availability of ownership information have generally
remained the same.
59.
The CCL defines a company as a contract under which two or more
persons are committed to participate in an economic enterprise with the
objective of profit realisation by contributing a share in capital or work, and
dividing between themselves the profit or loss resulting from the enterprise
(Art.8). Three types of companies may be established in the UAE:

public joint stock companies (Arts.105-254 CCL): This type of company has capital (at least AED30million (EUR7.2million)) divided
into shares available for public subscription. Shareholders are liable
for the debts of the company to the extent of the value of their shares.
Listing of shares of these companies is regulated by the Securities
and Commodities Authority (SCA). As at December 2015, the UAE
had 162public joint stock companies;

private joint stock companies (Arts.255-265 CCL): Such a company

must have between 2 and 200 members or a single legal person as a
member, and a minimum capital of AED5million (EUR1.2million). Private joint stock companies have the same features as public
joint stock companies except one the shares of private joint stock
companies cannot be offered for public subscription. As at December
2015, the UAE had 160 private joint stock companies; and
limited liability companies (Arts.71-104 CCL): In this type of company, shareholders (from one to fifty) are liable for the debts of the
company to the extent of the value of their shares. No minimum capital requirement has been set (although this may be done by Cabinet
decision at a later stage), but the company must have sufficient
capital to achieve the purpose of its incorporation. They cannot seek
public subscription for capital. As at December 2015, the UAE had
206073limited liability companies.
60.
All companies incorporated in the UAE hold its nationality but this
does not necessarily entitle them to privileges reserved to UAE nationals
(Art.9(3) CCL). All companies incorporated in the UAE must have a registered address in the State to which notices and correspondences shall be sent
(Art.13). Companies established in the UAE must have one or more UAE
nationals holding at least 51% of the capital of the company (Art.10 CCL).
This means that despite the introduction of the possibility for private joint
stock companies and limited liability companies to have only one shareholder, this one shareholder must be a UAE national.
61.
Certain companies are exempted from the application of the CCL
(Art.4). These would normally be companies with a high degree of government ownership and/or involvement. Such companies must be registered in the
exempted companies register at the relevant government authority and their
registration must be renewed on an annual basis, following the same process
as other entities.
62.
Finally, the new CCL recognises two types of companies with a
specific structure. Firstly, the concept of holding companies was introduced
for any joint stock company or limited liability company that holds shares or
stocks enabling such company to control the management of the subsidiary
and to have influence its decisions. A holding company is not allowed to conduct any activities other than through its subsidiaries. The rules with respect
to joint stock companies and limited liability companies apply equally where
they are classified as holding companies.
63.
Second, the new CCL codifies the concept of an investment fund,
which can be incorporated with separate legal personality. Rules applicable
to investment funds had already been issued by the SCA in 2012. They must
be joint stock companies (or branches of foreign companies) and must be

duly licensed following the rules in the CCL (Art.4 SCA Resolution No.37
of 2012).
Information held by government authorities

64.
All companies must register their Memoranda of Association and subsequent amendments in the Commercial Register (Art.15 CCL). Companies
acquire corporate personality on the date of entry in the Commercial Register
(Art.21 CCL). At the same time, the companys trade license will be issued.
The trade license must be renewed on an annual or sometimes bi-annual basis.
65.
The dissolution of a company is required to be declared by registering in the Commercial Register and publishing it in two local daily
newspapers (Art.305 CCL). The completion of liquidation of the company
must also be registered in the Commercial Register and after completion of
the liquidation the company is struck off the Commercial Register (Art.322
CCL).
66.
The Commercial Register is kept by the Departments of Economic
Development of each of the Emirates separately, resulting in seven different
registers kept by seven different competent authorities. With the introduction
of the new CCL in 2015, a Business Name Register was created in order to
avoid having companies with the same or very similar name. The Business
Name Register is kept by the federal Ministry of Economy, but is not yet in
full operation, as it is awaiting regulations to be issued. It is therefore still
possible to incorporate a company with a name that already exists in another
Emirate.
Public joint stock companies

67.
The memorandum and articles of association of a public joint stock
company must contain particulars of the founder(s) name(s), place of residence, address, date of birth and nationality (Art.110(1)(c) CCL). Information
on the total capital, number of shares and value of each share must also be
included. In respect of shares in kind (not paid for in cash), the memorandum
and articles of association must note the names of the subscribers (Art.110(1)
(g) CCL). The founder members must subscribe to a minimum of 30% and
a maximum of 70% of the share capital of the company (Art.117(1) CCL).
68.
Incorporation requires approval from different government authorities
at various times. Before offering shares for public subscription, the founders
must obtain initial approval from the competent authority (the Department
of Economic Development of the Emirate where the company is being incorporated) and the SCA (Arts.113 and 114 CCL). After the public subscription

process, the Board of Directors must apply for a certificate of incorporation
at the SCA, and the application must be accompanied, among other documents, by a statement of the names and nationalities of the subscribers and
the number of shares subscribed by each of them (Art.133 CCL). This allows
the SCA to check whether the requirement that one or more UAE nationals
must hold at least 51% of the capital of the company, is met. Once the SCA
has issued the certificate of incorporation, the company must complete the
registration procedures for registration in the Commercial Register before the
competent authority, which includes the furnishing of the memorandum and
articles of association (Arts.135 and 136 CCL).
69.
Shares in public joint stock companies shall be transferred by the
entry of such transfer in the register of shareholders or, where the shares are
listed on a financial market, in accordance with the procedures issued by the
SCA or other relevant authority (Arts.211 and 212 CCL). Until July 2015,
public joint stock companies were required to provide a copy of the particulars recorded in the share register to the competent authority as well as the
Ministry of Economy. This obligation has been replaced by the possibility for
the SCA to inspect the register of shareholders at any time (Art.141(2) CCL).
Private joint stock companies

70.
The incorporation process for a private joint stock company is similar
to that for a public joint stock company. Initial approval must be obtained
from the competent authority with input from the Ministry of Economy
(Arts.258 and 259 CCL). Subsequently, an incorporation certificate must be
requested from the Ministry of Economy, and the application should include
a certificate confirming that the register of shareholders has been delivered to
the share register secretariat of the company (Art.261(1)(f) CCL). Once the
Ministry of Economy has issued the certificate of incorporation, the company
must complete the registration procedures for registration in the Commercial
Register before the competent authority (Art162 CCL).
71.
Unlike public joint stock companies, private joint stock companies
do not have an obligation to provide the names and nationalities of the prospective shareholders to the authorities, although until July 2015 they were
required to provide a copy of the particulars recorded in the share register
to the competent authority as well as the Ministry of Finance. In addition,
following a Decision by the SCA in 2009, this authority holds the share registers of all private joint stock companies and these companies are required to
provide the SCA all necessary details.
72.
This arrangement is to be replaced by a mechanism whereby the
shares in private joint stock companies shall be transferred by the entry of
such transfer in the register of shareholders which must be kept by a share
register secretariat (Arts.260 and 263 CCL). The share register secretariat
will be a service provider licensed and supervised by the SCA. The expectation is that this new mechanism will enter into force in mid-2016.
Limited liability companies

73.
The memorandum of association of a limited liability company must
contain, among other particulars, (i)the full name of each shareholder, as
well as its nationality, date of birth and domicile, and (ii)the capital of the
company and the estimated value of the shares as attributed to each shareholder (Arts.42 and 73 CCL).
74.
Incorporation of a limited liability company includes an application for a trade license at the competent authority of the Emirate where the
company is being incorporated (Arts.43 and 73 CCL). The memorandum
of association must be attached to this application (Art.15 CCL), allowing
the competent authority to check whether the requirement that one or more
UAE nationals must hold at least 51% of the capital of the company, is met.
In practice, most competent authorities have developed standard forms and
guidance for the application process. Once the competent authority has issued
the trade license, the company must provide a copy of this license and the
memorandum of association to the Companies Registrar at the Ministry of
Economy (Arts.43(7) and 73 CCL) for publication.
75.
In January of each year, limited liability companies must also provide
the particulars recorded in the register of members and any developments
which have occurred to the Companies Registrar at the Ministry of Economy
and the competent authority in the relevant Emirate (Art.74(3) CCL). This
obligation ensures availability of information on the identity of members of
such companies with the Ministry of Economy and competent authority on
an annual basis.
Information held by companies

76.
The CCL prescribes all types of companies formed in the UAE to
keep and maintain ownership information by keeping a register of shareholders. Joint stock companies (public and private) must keep such register in
accordance with conditions published by the SCA, if any (Art.141(1) CCL).
77.
The shareholder register of a private joint stock company must contain the shareholders names, number of shares held by each shareholder and
all share transfers. Since July 2015, the register must be kept by a licensed
share register secretariat (Art.260(1) CCL).
78.
With respect to limited liability companies, the shareholder register
must contain the full name, nationality, date of birth and place of residence

or address of the head office of each shareholder, as well as all share transfers
(Art.74(1) CCL). The managers of the company are responsible for ensuring that the shareholder register is accurate and up-to-date (Art.74(2) CCL).
Shares in a limited liability company may only be transferred after notifying
the other shareholders (through the company management), who then have
the right to buy the shares (Art.80 CCL).
Foreign companies
79.
Foreign companies may only conduct activities in the UAE once they
are registered in the Foreign Companies Register kept by the Ministry of
Economy (Art.330(1) CCL). All foreign companies which seek to establish
an office or a branch in the UAE are required to obtain a license from, and
pay license fees to, the competent authority in the relevant Emirate and also
obtain registration from the Ministry of Economy. The relevant licensing
and registration obligations have been harmonised and can be found in the
CCL and related Ministerial Decisions.14 A foreign company must have a
UAE national as an agent to provide necessary services to the company, such
as representation for matters concerning government authorities, without
taking on any financial responsibility or liability related to the business of
the company.
80.
The following information must first be submitted to the MOE as
part of a prior approval process (Ministerial Decision 377/2010):

an official certificate from the competent authority of the country

where the company is incorporated indicating: name of establishment, date of incorporation, legal type, activity to be conducted, the
names of all owners of the company and share capital;
a true copy of the contract between the establishment and its UAE
agent; and
a true copy of the national identification document of the agent (if

he is a natural person or sole proprietorship) or a copy of the agents
trade license and statement issued by the competent authority in
which the agent is licensed indicating the names of all partners in the
business (if the agent is a legal entity).
81.
The company then approaches the competent authority in the relevant
Emirate and obtains a license. After licensing, the foreign company, upon
submission of proof of license, will be registered in the Foreign Companies
14.
See also the UAE Ministry of Economys Customers Guide for Opening a Branch
or Office of Facility Established Abroad or in the UAE Free Zones, available at
www.economy.ae.
Register, maintained by the Ministry of Economy, and the Commercial

Register, maintained by the Departments of Economic Development in the different Emirates. Registration must be renewed each year. The UAE authorities
have advised that, as at December 2015, a total of 3963foreign companies were
registered with the Ministry of Economy.
82.
Foreign companies are obliged to provide updates to the registration
authority (the MOE) whenever submitted details change, which include information on owners (Ministerial Decision 377/2010).
Anti-money laundering laws

83.
Federal Law 4/2002 on the Criminalisation of Money Laundering
(the AML law), which was substantially supplemented in 2014 by Federal
Law 9/2014, provides that the government agencies concerned with the
licensing and supervision of financial institutions or other financial, commercial and economic establishments are required to establish appropriate
mechanisms to ensure obliged entities compliance with AML/CFT obligations (Art.11). Pursuant to the Federal Law, various ministries and authorities
have issued binding and enforceable circulars, resolutions, decisions and
regulations requiring entities15 to undertake customer due diligence measures, notably including:

AML Regulation 24/2000issued by the Central Bank applicable to

financial institutions;
Ministry of Economy Circular of 16July 2002 on AML procedures

for auditors; and
Ministry of Justice Circular 8/2010 for lawyers when providing specified financial services.16
84.
In accordance with the AML law and the binding circulars, obliged
entities must obtain all information and necessary documents to establish
the full identity of their customers, and they must update this information
15. All financial institutions operating in the country (including banks, money
changers and finance companies, financial or monetary intermediary or any
other establishment licensed by the Central Bank, whether publicly or privately
owned), as well as all institutions in the securities and insurance sectors and
lawyers when they are providing specified financial services.
16. These are: purchase or sale of properties; management of client funds, securities
and other assets; management of bank accounts, saving accounts, or securities;
organisation of contributions for formation, operation or management of companies;
and formation, operation or management of corporate personalities or legal arrangements for the purchase or sale of commercial entities.

regularly and periodically (Arts.4 and 5 Federal Law 9/2014). With regard
to customers which are companies, financial institutions must obtain the
names and addresses of those shareholders of the company whose shareholding exceeds 5% (Art.3.1 Central Bank AML Regulation). In respect
of other legal persons, a copy of the trade licence, name and address of the
account holder and names of all of the companys members (owners) must be
obtained.
Nominees
85.
UAE law does not specifically provide for nominee ownership
whereby one person holds shares in a company on behalf of one or more other
persons. Nor does it specifically prohibit such activity. That said, SCA Decision
17R/2010 concerning AML and CFT Procedures requires institutions licensed
to operate in the securities markets to ensure, when undertaking CDD, that
their customers do not act for others (Art.4). Thus, nominee arrangements are
not possible when it comes to ownership of shares traded in the stock market.
86.
Article10 of the CCL contains strict requirements for UAE companies to have majority ownership by UAE nationals. Federal Law 17/2004
(the Anti-Fronting Law) prohibits the use of side agreements with UAE
nationals which had been used by some in order to get around the majority
ownership requirements.
87.
Article5.4 of the Central Bank AML Regulations for banks requires
them to identify the person on whose behalf another person may be conducting transactions. Similarly, Article19(f) requires institutions to maintain
records of the identity of the persons making transactions in case they were
other than the account holder(s) or beneficial owners.
88.
Lawyers, when involved in providing financial services, are obliged
to conduct CDD on their clients (Ministry of Justice Circular 8/2010, see
above). Thus, when a lawyer in the UAE acts as a nominee, he is obliged to
identify the person he represents.
89.
In conclusion, in the UAE, nominee arrangements are effectively
prohibited with respect to shares traded in the stock market. Pursuant to the
Anti-Fronting law, UAE nationals may not act as nominees for foreign nationals. Financial institutions must identify the persons behind any nominees
who are their customers. Where a foreign national resident in the UAE is a
lawyer and acts as a nominee (for activities not involving shares traded in the
stock market) he must identify his client. Other foreign nationals in the UAE
could act as nominees (for activities not involving securities) but the person
for whom the nominee acts will be identified when the nominee comes into
contact with a financial institution. This gap is very small as most nominee
arrangements are prohibited; however, it is recommended that the UAE
monitor this to ensure it in no way interferes with the effective exchange of

information in tax matters. In practice, the authorities that monitor service
providers have not encountered instances where the service provider was
not able to identify the person it represents acting as a nominee. In addition,
peers did not flag any issues regarding nominees during the period under
review.
Companies in the free zones

90.
As mentioned above, this report examines the legal and regulatory
framework of five of the largest free zones: the DIFC, the Jebel Ali Free Zone,
the Dubai Airport Free Zone, the Fujairah Free Zone and the Ras Al Khaimah
(RAK) Free Zones. As at December 2015, there were almost 14000 registered
in the Jebel Ali Free Zone, approximately 1600 in the Dubai Airport Free
Zone, around 2000 in the Fujairah Free Zone, and approximately 22000 in
the RAK Free Zones. A total of 1512companies were operating in the DIFC
as at April 2016.
91.
Each of the free zone authorities keeps its own register of entities
established therein. Although it is generally a requirement to have the acronym FZ (Free Zone) or FZE (Free Zone Establishment) in the name of the
entity, the name does not have to indicate in which of the free zones it is registered. It may therefore be possible that entities with the same or very similar
names exist in different free zones. There is no central register which holds
the names of all entities registered in the free zones (see further analysis
regarding this issue under elementB.1).
Information provided to government authorities

DIFC
92.
As mentioned in the Introduction, the DIFC has its own laws and
regulations regarding commercial matters. The UAE Commercial Companies
Law does not apply to companies in the DIFC under any circumstance.
Instead, the DIFC Companies Law (Law 2/2009 DCL) and the DIFC
Companies Regulations (DCR) provide the legal and regulatory framework
for companies conducting business from within the DIFC.
93.
No person is allowed to conduct business operations in or from the
DIFC without registration. The Registrar issues a certificate of incorporation
and a registration number on registration of a company (Art.14). A total of
1512companies were registered with the DIFC Registrar of Companies as at
April 2016 and, out of these, 431 are supervised by the DFSA. The remaining
1081companies, not supervised by the DFSA, are engaged in retail activities or are providing business or corporate services to other customers and

are subject to supervision by the DIFC authority. All companies must have a
registered office, or in the case of recognised companies a place of business,
which is physically located in the DIFC (Arts.22 and 116(1)(b) DCL and
Art.3 DCR).
94.
The DCL provides for the incorporation of companies limited by
shares, limited liability companies and recognised companies (Art.9):

a company limited by shares can be incorporated by one or more

shareholders whose obligation is limited to the payment of the subscription price of their shares (Art.31). There is no restriction on
these companies making public offerings of shares. As at April 2016,
there were 902 registered companies limited by shares in the DIFC;
a limited liability company A limited liability company can be

incorporated by one or more members whose obligation for the companys debts is limited to the amount of their subscribed membership
interest (Art.83). It cannot raise capital by offering membership
interest by way of a public offer and also cannot issue shares of any
kind (Art.86). The transfer of membership interests in a limited
liability company is restricted: existing members have the right of
first refusal before interests can be transferred to a person that is not
already a member of the company (Art.89). As at April 2016, there
were 240 registered limited liability companies in the DIFC; and
a foreign company that carries out business in the DIFC must register
as a recognised company (Art.115). As at April 2016, there were 291
recognised companies in the DIFC.
95.
The practical process for incorporation and registration of a company
starts with a preliminary assessment by the authorities of whether the applicant fits the objectives of the DIFC and its growth strategy going forward.
This is usually a desk-based assessment, but where an applicant wishes to
engage in providing financial services, the preliminary assessment also
includes an interview. If the preliminary assessment is positive, the applicant
can start the formal incorporation and registration procedure, which includes
the furnishing of all required documentation.
96.
An application for incorporation of a company limited by shares or
a limited liability company must be filed with the Registrar of Companies
containing, among other things, the full name, nationality and address of
each of the incorporators (i.e.founders) (Art.11 DCL). Further, for a company limited by shares, information on the number and class of shares to be
allotted to each incorporator must be submitted. And for a limited liability
company, information is to be provided on the number and class of membership interests (Art.11 DCL and Art.2.1.1 Companies Regulations). Articles
of association, containing all this information, need to be filed as part of the
application for incorporation. The articles of association must be executed in

person by a duly authorised person before the Registrar of Companies in the
DIFC.
97.
Domestic companies limited by shares and limited liability companies must file information with the Registrar regarding their initial and
subsequent allotments of shares (Art.2.6.1 Companies Regulations). In
practice, the Registrar requires identity information on all directors and
shareholders to be submitted through sections J and M of the registration
form, which is to be accompanied by a copy of the passport in the case of an
individual and a certified copy of the certificate of incorporation in the case
of a body corporate.
98.
Every domestic company is obliged to file with the Registrar an
annual return, before the end of March every year, stating at a minimum in
respect of each class of shares or membership interests in the company the
name and address of each shareholder or member as at 1January of that year
that held at least 5% of the shares or membership interests as well as the total
number of other shareholders or members (Art.22 DCL). Alternatively, a
complete list of all shareholders or members may be provided. The authorities indicated that in practice most companies provide the complete list of all
shareholders.
99.
Article114 of the DCL provides for the possibility to incorporate a
specific type of company if this is provided for in the DCL or relevant regulations. Currently, three specific types of companies may be formed:
a. Protected Cell Companies (PCCs): these are governed by Chapter12
of the DCR. A PCC can be created for conducting insurance business or the business of a fund and prior consent of the DFSA is
necessary for its creation. A PCC can issue cell shares in respect of
any of its cells, and must keep an index of names of its shareholders and specify that particular cell or cells to which an account or
accounts of that shareholder relate to. The index must be kept at the
place where the general register of shareholders is kept. As of April
2016, two PCCs were registered.
b. Single Family Offices (SFOs): specific SFO Regulations apply. An
SFO provides services (asset management) only to a single family,
which must have minimum investable/liquid assets of USD10million. The assets are not, however, transferred into the SFO and it is
therefore to be distinguished from a trust. Nevertheless, the authorised representative of the SFO must conduct due diligence on the
members of the family to whom services are provided. As of April
2016, 31 SFOs were registered.

c. Special Purpose Companies (SPCs): specific SPC Regulations apply.
An SPC may only be used for structured finance transactions which
include, without limitation, any type of securitisations or other
capital markets transactions. They are typically formed to separate
certain assets or transactions from other business to mitigate risks of
possible liabilities affecting other assets or transactions. As of April
2016, 152 SPCs were registered.
100. As a general rule, the DCL applies to these specific types of companies in the same way it applies to other companies, except where the
provisions of or the context of the DCL or relevant regulations provide otherwise (Art.114(3) DCL). With respect to ownership information, PCCs, SFOs
and SPCs are all subject to the obligation to keep a register of shareholders
under Art.39 or 95 of the DCL.
101. A foreign company is not allowed to carry on business in the DIFC
unless it is registered as a recognised company (Art.115 DCL). Foreign
companies operating in the DIFC must provide a list of the company
directors or managers, business address and a copy of the certificate of
incorporation from the place of origin (Art.7.1.1DCR). Upon registration,
details of the beneficial owners of the recognised company must also be
provided (SectionX of the registration form). Where the beneficial owners
are not individuals directly owning more than 10% of the shares, details of
the shareholding structure must be provided. Since 2012, any change in this
information must be submitted to the Registrar within 14days of such change
taking place (Art.116A DCL). In addition, any change in the shareholders or
members of the recognised company must also be filed with the Registrar
(Art.116(c)(iv)DCL).
Other free zones

102. The Jebel Ali Free Zone, the Dubai Airport Free Zone, the Fujairah
Free Zone and the RAK Free Zone allow for the operation of companies
and establishments. The establishments are called free zone establishments
and have a single owner, who can be a legal or natural person. Companies
have minimum two shareholders who can be natural or legal persons. Some
free zones also allow for the operation of offshore companies and branches
of foreign companies. The UAE authorities have advised that all free zone
authorities require companies, including branches of foreign companies,
operating within their designated zones to register with them and provide full
details of their owners. Any changes to this information must be reported to
the relevant authority. Where the laws and regulations in the free zone do not
contain provisions concerning information to be made available, reference
must be made to the federal law of the UAE.
103. The relevant obligations in the four major free zones (not including
the DIFC) are:

companies, establishments and offshore companies may operate

in the Jebel Ali Free Zone JAFZ (Regulations 1/92 and 1/99 as
well as the Jebel Ali Offshore Companies Regulations 2003). The
Authority must maintain a register of all establishments and companies operating in the zone. All establishments and companies must
have at least one director and one secretary resident in the Emirate of
Dubai (Art.25). The information submitted by these entities as part
of registration includes copies of the passports of all natural persons
who are owners of the company, or certificates of incorporation of
legal persons who are owners of the company, and details of each of
their shareholdings. This information must be updated with annual
re-registration. Offshore Companies Regulations 2003 provide for
formation of an incorporated offshore company with limited liability.
Article5 of this regulation stipulates the method of formation and
the application for registration must inter alia include the full names
and address of each of the incorporators and the persons who serve
as directors;
companies and establishments may operate in the Dubai Airport Free

Zone (Law 25/2009). Dubai Airport Free Zone Authority Regulations
1/1998 and 1/2000 concerning the formation of establishments and
companies contain provisions identical to those applicable to establishments and companies established in the Jebel Ali Free Trade
Zone. In the Dubai Airport Free Zone, a company can have two to
five shareholders. Branches of foreign companies must submit a:
(i)certificate of home country incorporation or certificate of registration, (ii)copy of the parent companys memorandum and articles
of association, and (iii) board of directors resolution to set up the
branch. This information must be updated with annual re-registration. However, information on the ownership of a foreign company is
not expressly required to be provided;
limited liability companies (with two to five owners) or establishments or branches of UAE/foreign companies may be established in
the Fujairah Free Zone (Art.17 Emirate of Fujairah Law 1/2004). The
Operational Manual of the Fujairah Free Zone (which is the form in
which the Free Zone Authority issues its regulations) provides that
investors desiring to establish a free zone establishment or free zone
company should submit the articles of association of the company
and the minutes of the meeting declaring the board of directors,
owners and percentages of shares to the Fujairah Zone Authority. For
branches of foreign companies, information to be submitted includes:

(i)a board resolution of the parent company to establish the branch;
(ii)a copy of the memorandum of association attested by the UAE
Embassy of the parent company; (iii)a copy of the valid operating
license of the parent company/ies; and (iv)passport copies of all the
directors, shareholders, and person in-charge etc. This information
must be updated with annual re-registration; and

in the RAK Free Zones both onshore and offshore companies may
be incorporated. Offshore companies that were established before
1January 2016 are currently covered by the RAK International
Companies Regulations 2006 as well as the RAK International
Business Companies Regulations 2006 and Implementing Regulation
1/2000). Under these regulations companies had to register with the
free zone authority and as part of registration had to submit inter
alia the companys articles of association and the full names and
addresses of the incorporators (Art.6 RAK International Companies
Regulations 2006) or the names and addresses of all members
(Arts.8 and 22 RAK International Business Companies Regulations
2006). This information must be updated with annual re-registration.
Offshore companies that are established on or after 1January 2016
must comply with the RAK ICC Business Companies Regulations
2016. Upon incorporation, they must submit to the Registrar a
document with the full name and address of the initial member(s)
(Art.6(1)(e)). Subsequently, the Registrar shall keep a register of
members for all offshore companies (Art.54(1)). The company or its
registered agent shall file any changes in its register of members with
the Registrar in the approved form within five days of such change,
and the changes will take effect upon the register of members being
updated by the Registrar (Art.54(4)). By 31December 2017, all offshore companies that were incorporated before 1January 2016 will
also have to comply with these obligations.
Onshore companies are currently subject to similar rules as (onshore)
companies in the Jebel Ali Free Zone and the Dubai Airport Free
Zone. Revised regulations are expected to be finalised by the end of
May 2016, but these will still include obligations on onshore companies to keep ownership information and provide it to the authorities.
104. In respect of the Dubai Airport Free Zone, all entities established
in that free zone (and indeed any other free zone other than a financial free
zone) are subject to the federal Commercial Companies Law (CCL), as the
federation has exclusive legislative jurisdiction in the area of company law
following Article121 of the Constitution. Nevertheless, Article5 of the CCL
states that:
The provisions of this law shall not apply to companies established in the free zones of the State if a specific provision to this
effect is contained in the laws or regulations of the free zone.
105. The UAE authorities explained that the effect of this provision is such
that the CCL shall apply to companies operating in UAE free zones, unless
the laws and regulations of the relevant free zone contain an explicit provision on an issue addressed under the CCL. In that case the provision in the
legislation of the respective free zone shall apply. In the absence of an explicit
provision on an issue under the laws and regulations of a given free zone and
which issue is addressed under the CCL, the relevant provisions of the CCL
shall apply to companies established in a free zone.
106. The free zones generally have legislation that applies to the different
types of entities that may be incorporated there. In many instances the free
zone legislation provides for rules on issues which are also covered by the
CCL, and in that case it seems that the free zone legislation should apply. In
practice, entities incorporated or established in the free zones follow the free
zone legislation as primary guidance and are not registered with the federal
authorities. The oversight and monitoring is also carried out exclusively by
the free zone authorities and compliance with the CCL does not seem to be
included in these monitoring programmes.
107. As most free zone legislation contains rules that require entities to
keep ownership information, and in most cases also to provide such information to the authorities, this does not raise any issues. However, the availability
of ownership and identity information on foreign companies in the Dubai
Airport Free Zone is not ensured under free zone legislation. These companies must register with the free zone authority, but it is not clearly established
in the free zone legislation that they are required to submit ownership information in that process or at a later stage.
108. Under the CCL a Ministerial Decision has been issued that foreign
companies must register with the federal Ministry of Economy and provide
ownership information when doing so. Following the view of the UAE
authorities this would mean that a foreign company setting up business in the
Dubai Airport Free Zone would have to register with the free zone authority
while also providing the information as required by the Ministerial Decision.
In practice, foreign companies operating from within the Dubai Airport
Free Zone are subject to the same administrative requirements as companies
formed in that free zone. According to the authorities, requirements to provide full ownership information are in practice applied to foreign companies.
Nevertheless, it remains the case that the inter-connection between the free
zone rules and the CCL in this case is not clearly established. It is therefore
recommended that the UAE clarifies that ownership information on foreign
companies having their main office in the UAE is available in all instances.

109. As mentioned above, offshore companies can be incorporated in the
Jebel Ali Free Zone and RAK Free Zones. The relevant authorities report that
the most common activity of these offshore companies is to function as holding companies. Offshore companies in both free zones must at all times have
a registered office and a registered agent in the UAE which must have been
approved or licensed by the free zone authorities (Arts.30 and 31 Jebel Ali
Offshore Companies Regulations 2003, Arts.37 and 38 RAK International
Companies Regulations 2006, Arts.76 and 77 RAK International Business
Companies Regulations 2006 and Arts.91 and 92 RAK ICC Business
Companies Regulations 2016). The registered agents are subject to the federal
AML legislation.
110. The National Anti-Money Laundering Committee (NAMLC) was
established in accordance with the provisions of the AML Law (Art.10). The
NAMLC issued a letter 21383/01 on 5December 2001 providing guidance to
the free zone authorities on the desired basis for identification of natural and
legal persons, including foreign companies, who wish to establish businesses
in the free zones:

all necessary information and documents should be obtained, including the full name of the applicant, the current address and place of
work as well as physical checking of passport; and
all information and documents with regard to legal persons, particularly a copy of the trade license issued in the UAE or foreign country,
should be obtained. Also, the name and address of the owner(s), as
well as the names and addresses of the partners. With respect to
public companies, the names and address of the shareholders whose
shareholdings exceed 5% must be obtained.
Information held by companies

DIFC
111. A company limited by shares must have and maintain a shareholder
register, containing the names and addresses, a statement of the shares held by
each shareholder, the date on which each person was registered as a shareholder
and, where relevant, ceased to be a shareholder and also the date on which
the number of shares held by any shareholder increased or decreased (Art.39
DCL). A transfer of shares must be entered in the shareholder register on the
basis of an instrument of transfer in writing. The shareholder register must be
kept at the registered office of the company, or may be kept at the offices of the
agent as long as a copy of the register is kept at the companys registered office.
112. Limited liability companies must similarly maintain up-to-date registers
of members noting therein the names, date of birth or incorporation, nationality,
address and value of membership interest of each member. Transfers of membership interests must also be recorded in the members register and such transfers
are not valid before the date they are recorded (Art.95 DCL).
Other free zones

113. In the Jebel Ali Free Zone, the establishments and companies themselves must maintain at an office in the free zone a share register (where shares
have been issued) detailing all owners of shares (Art.22 of Implementing
Regulation 1/92 and Art.23 of Implementing Regulation 1/99) or a register in
which details of owners as well as ultimate ownership of the free zone establishment are entered (Art.54 of Implementing regulation 1/92). Companies
established in the free zone cannot invite the public to subscribe to their shares
(Art.3 Jebel Ali Free Zone Authority Regulation 1/99) and must have share
registers detailing the number, amount and owners of all shares (which cannot
be in bearer form) (Art.23).17 Offshore companies with limited liability must
maintain at a registered office in the free zone a register of members (owners)
indicating the name and address of each member and his/her holdings (Art.22
of Offshore Companies Regulations 2003).
114. Dubai Airport Free Zone Authority Regulations 1/2000 and 1/1998
contain provisions identical to those applicable to companies and establishments in the Jebel Ali Free Trade Zone.
115. Neither the Fujairah Free Zone Law of 2004 nor the Operational
Manual specifies the ownership information to be maintained by companies
and establishments. However, the federal CCL also applies to entities incorporated in the free zones, unless explicitly stated otherwise (which is not the
case in the Fujairah Free Zone). Thus the obligations which apply in the UAE,
outlined previously, to maintain shareholder registers, apply to companies and
establishments in the Fujairah Free Zone.
116. In the RAK Free Zones, all offshore companies incorporated before
1January 2016 must keep at their registered office in the free zone a share
and member register containing the names and addresses of persons who hold
shares in the company, the date on which the name was entered/removed,
and also the number of shares held by each member (Art.53 International
Business Companies Regulations 2006). Similarly, international companies
must keep registers containing the names and addresses of all members
(Art.23 International Companies Regulations 2006). Under the RAK ICC
Business Companies Regulations 2016, the register of members is kept by
17. The free zone companies (FZCO) register is maintained by the FZCO
Department, a department of the Authority responsible for the formation, registration and regulation of the free zone companies.

the Registrar which is dependent on the information being provided by the
company or its registered agent. This implies that the company or the registered agent itself should also keep a register of members, although this is not
explicit in the regulations.
Nominees
DIFC
117. Federal Law 4/2002 on the Criminalisation of Money Laundering
(the AML law) applies throughout the UAE, including in all free zones. The
2007 DIFC Non Financial Anti-Money Laundering/Anti Terrorist Financing
(AML/CFT) Regulations provide that company service providers when they
prepare or carry out transactions for a client concerning acting as (or arranging for another person to act as) a nominee shareholder for another person
must conduct customer due diligence and thus identify their clients and the
beneficial owners of their clients (Arts.1 and 7).
118. In addition, pursuant to the DFSA Law, any person desirous of
performing financial services or ancillary services in or from the DIFC
must obtain a license from the DFSA (Part3). Provision of legal services
or accountancy services is considered an ancillary service. All service providers are supervised by the DFSA and they must verify the identity of the
customer and any beneficial owner on the basis of original or properly certified documents, data or information issued by or obtained from a reliable
and independent source (DFSA AML Rules, Chapter7). Detailed guidance
has been issued by the DFSA on the pieces of information that need to be
collected.
119. These provisions do not apply to persons who perform services
gratuitously or in the course of a purely private non-business relationship.
Particularly considering the nature of the free zones, which are designed to
attract businesses only, it is likely that only a very limited number of nominees may be performing nominee services gratuitously. In practice, no peer
raised any issues regarding nominees during the period under review.
Other free zones

120. Companies in the free zones take the form of limited liability companies which are not permitted to publicly issue shares. In addition, most free
zones have tight limits on the number of owners of companies. These cannot
be more than five in the Dubai Airport Free Zone and Jebel Ali Free Zone,
however, regulations for companies in the RAK free zone do not prescribe
any limit on the number of shareholders.
121. The AML law applies in all free zones. Article5.4 of the Central
Bank AML Regulations for banks requires them to identify the person on
whose behalf it appears another person may be conducting transactions.
Similarly, Institutions must maintain records of the identity of the persons
making transactions in case they were other than the account holder(s) or
beneficial owners (Art.19(f)). Also applicable in the free zones is SCA
Decision 17R/2010 concerning AML and CFT Procedures. This Decision
requires institutions licensed to operate in the securities markets to ensure,
when undertaking CDD, that their customers do not act for others (Art.4).
Thus, nominee arrangements are not possible when it comes to ownership of
shares traded in the stock market.
122. In the RAK Free Zones, the International Companies Regulations
2006 specifically provides that a person who acts as a nominee for a third
party must be a professional (lawyer, accountant, company administration
and management service provider or corporate adviser) who is licensed by the
RAK Free Trade Zone Authority as a registered agent (Art.22). Further,
the regulations specify that a registered agent acting as a nominee must
maintain information on the beneficial owners of the shares and must inform
the RAK Free Trade Zone Authority of any changes in the beneficial ownership of the shares when the authority so requests (Art.22). The shareholders
register must contain the details of both the nominee and the beneficial owner
of the shares (Art.23).
Conclusion
123. All companies incorporated in the UAE, whether in or outside a
free zone, are required to keep ownership and identity information. This is
supplemented by various obligations to submit information to government
authorities ensuring availability of ownership information with them, which
must generally be updated annually. The only exception are offshore companies in the Jebel Ali Free Zone, where no regular monitoring of the obligation
to keep a register of members is taking place. Ownership information is also
available for foreign companies operating in the UAE. However, foreign companies registered in the Dubai Airport free zone are not explicitly required
to keep or provide information on their owners to any authority, although
according to the authorities this is being done in practice.
Bearer shares (ToRA.1.2)

124. Pursuant to Articles104, 208 and 265 of the CCL, in the UAE both
public and private joint stock companies as well as LLCs are prohibited from
issuing bearer shares.

125. Article38 of the DIFC Companies Law prohibits issuance of bearer
shares by a company limited by shares.
126. Companies in the Jebel Ali Free Zone (Art.22 Implementing
Regulation 1/92, Art.23 of Implementing Regulation 1/99), the Dubai Airport
Free Zone (Art.23 Implementing Regulation), and the Ras Al Khaimah Free
Zone (Art.27 Regulations on International Business Companies) are specifically prohibited from issuing shares in bearer form.
127. According to the law, international companies incorporated in the
Ras Al Khaimah Free Trade Zone (RAKFTZ) can issue bearer shares. The
International Companies Regulations 2006 provides that the bearer of such
shares must be a registered agent duly approved by the RAKFTZ authority.
Additionally, where a bearer acts as a nominee for a third party he is obliged
to maintain records of the beneficial owners of shares and must inform the
authority of any change in the beneficial ownership within 30days of the
change (Art.22). International companies must maintain share registers
detailing the name and address of each member or, in case of a bearer share,
the name of the beneficial owner of the share (Art.23). Therefore, appropriate mechanisms are in place to identify the owner of bearer shares issued by
international business companies in the RAKFTZ.
128. In practice, it is no longer authorised for international companies to
have bearer shares. The authorities issued an official notification in April
2014 to all registered agents stating that international companies were no
longer permitted to have bearer shares and that all companies with bearer
shares must convert these to registered shares or be liquidated. Companies
that did not comply have been struck off over the course of two years (the
last nine companies were struck off on 31March 2016). The following table
shows how the companies that previously had issued bearer shares responded
to the notification:
International companies with bearer shares in the RAKFTZ:
how did they address the prohibition imposed by the authorities?
Total number of international companies that had issued bearer shares on 1April 2014
Converted bearer shares into registered shares
Companies liquidated
Companies struck off by the Registrar
161
77
9
75
129. Since the notification was sent in April 2014, the RAKFTZ Authority
also does not accept new international companies if their articles of association allow for the issuance of bearer shares. It may therefore be concluded
that it is no longer allowed in practice for international companies in the
RAKFTZ to have bearer shares. In addition, by 31December 2017 all
international companies must be re-registered in the RAK ICC (as explained

in the Introduction) and must then comply with the RAK ICC Business
Companies Regulations 2016. These regulations explicitly prohibit companies
from issuing bearer shares (Art.50).
130. No peers have raised specific issues related to bearer shares in the
UAE (including its free zones) related to the three-year review period.
Partnerships (ToRA.1.3)
UAE
131. As partnerships are, like companies, considered legal entities they are
governed by the CCL, which distinguishes two types:

general partnerships (Arts.39-61 CCL): All partners (two or more)

are jointly liable for the partnerships debts to the extent of all their
assets. Partners shares can only be assigned either by the approval
of all the partners or as per the terms and conditions of the memorandum of association. As at November 2011, there were 6896general
partnerships in the UAE; and
simple limited partnerships (commandite) (Arts.62-70 CCL): This

partnership consists of one or more general partners liable for the
companys debts to the extent of all their assets, and one or more
limited partners liable for the companys debts to the value of their
respective shares. A limited partner may not be involved in management of the partnership. As at December 2015, there were 477 simple
limited partnerships in the UAE.
132. Until July 2015, all partners in a partnership had to be UAE nationals. However, with the entry into force of the new CCL the general rule that
one or more UAE nationals must hold at least 51% of the capital also applies
to partnerships. This means that foreigners can now own up to 49% of partnerships established in the UAE. The partners in a general partnership can
only be natural persons (Art.39 CCL), while the partners in a limited partnership may be either natural or corporate persons. It is no longer possible to
establish a partnership limited with shares under the previous companies
law no such partnerships had been formed.
133. The memorandum of association of all partnerships must include,
amongst other things, the full name of each partner, its nationality, date of
birth and domicile, as well as their shares in the partnership (Arts.42 and 65
CCL).
Ownership information held by government authorities

134. Partnerships are required to register their memorandum of association and any amendment thereto in the Commercial Register, and can only
conduct business after registration (Art.15 CCL). Incorporation and registration procedures include obtaining a trade license from the competent
authority of the Emirate where the partnership is being established, which
also keeps the Commercial Register. This is followed by providing the
Ministry of Economy with a copy of the trade license (Art.43 CCL). Any
change in the memorandum of association, which includes information on
the partners, needs to be registered in the Commercial Register (Arts.15(1)
and 15(3) CCL).
135. The partnerships trade license issued by the competent authority
must be renewed on an annual or sometimes bi-annual basis. This process
does not encompass the furnishing of ownership information to the authorities, but any change in the information on the partners must be provided at
an ongoing basis by registering any changes to the memorandum of association (Art.15 CCL). In addition, a person shall not become a partner until its
assignment is registered with the competent authority and notified to the
Ministry of Economy (Arts.56(1) and 65(1) and 70CCL).
Information held by partnerships

136. All partnerships must keep at their head office a register including
the names and addresses of the partners (Arts.44(1) and 65(1) CCL). Shares
in partnerships may not be assigned without the consent of all partners
(Arts.56(1) and 65(1) and 70 CCL), which ensures that the partnership will
be able to keep an up-to-date register.
Information held by service providers

137. In accordance with the AML Law, regulations and circulars, obliged
entities18 must obtain all information and necessary documents to establish
the full identities of their customers. UAE Central Bank Regulation 24/2000
requires banks, when opening an account, to obtain all information and documents with regard to legal persons, in particular a copy of the trade license,
the names and addresses of the account holders and names and addresses
of the partners (Art.3.1). The UAE authorities advise that the reference to
partners in this article means banks are obliged to obtain information identifying all partners in partnerships which are customers.
18.
Financial institutions (including banks, money changers and finance companies),

institutions in the securities and insurance sectors and lawyers when they are
providing specified financial services.
138. In addition, notaries public must identify all customers prior to

drawing up any contracts or deeds for them (Art.6 Federal Law 22/1991 as
amended by Federal Law 22/2001).
Foreign partnerships
139. Provisions in the CCL dealing with foreign companies (Arts.327332 CCL) apply equally to foreign partnerships. Accordingly, ownership
information is available where a foreign partnership has income, deductions
or credit for tax purposes in the UAE or where a foreign partnership carries
on business in the UAE.
Conclusion
140. Information on the identity of all partners of general partnerships and
simple limited partnerships is available with the partnerships themselves and
with the Commercial Register. Foreign partnerships follow the same rules as
foreign companies, and must therefore provide ownership information upon
registration in the UAE and when a change occurs.
Partnerships in the free zones

DIFC
141. The DIFC has enacted laws and regulations for the creation and governance of three types of partnerships:

general partnership: DIFC Law 11/2004 (General Partnerships

Law GPL) and General Partnership Regulations (GPR). A general
partnership is the relationship between two or more persons jointly
carrying on any business, purpose or activity with a view to making
a profit. A general partnership is a legal person and can sue and be
sued in its own name, and the partners are jointly and severally liable
for the liabilities of the partnership. The number of registered general
partnerships in the DIFC as at April 2016 was two;
limited liability partnership: DIFC Law 5/2004 (Limited Liability

Partnership Law LLPL) and DIFC Limited Liability Partnership
Regulations (LLPR). A limited liability partnership is a body corporate with a legal personality separate from its members. All members
of a limited liability partnership are entitled to share equally in the
capital and profits and debts of the partnership. There were 22 registered limited liability partnerships in the DIFC as at April 2016; and

limited partnership: DIFC Law 4/2006 (Limited Partnership Law

LPL) and Limited Partnership Regulations (LPR). A limited
partnership has one or more general partners, who are liable for all
debts and obligations of the limited partnership, and one or more
limited partners, whose liability is limited to the extent of the amount
contributed by them. As at April 2016, there were three registered
limited partnerships in the DIFC.
142. All partnerships are required to register with the Registrar of

Companies (ROC) in order to be incorporated in the DIFC (Art.12 GPL,
Art.10 LLPL and Art.12 LPL). The practical process for incorporation and
registration of a partnership is the same as for companies. It includes a preliminary assessment by the authorities of whether the applicant fits the objectives of
the DIFC and its growth strategy going forward. If the preliminary assessment
is positive, the applicant can start the formal incorporation and registration
procedure, which includes the furnishing of all required documentation.
143. Each partner of a general partnership must enter into a partnership
agreement signed by all partners (Art.10). An application for registration
must contain, amongst other things, the name and address of each of the
partners (Art.12). Changes in a general partnerships constitution (e.g.the
arrival or departure of a partner), must be notified to the Registrar in writing
within 14days (Art.14).
144. A limited liability partnership is created by application to the
Registrar by two or more persons in accordance with the limited liability
partnership agreement. The application must include the names and address
of each of the partners (Art.8 LLPL). Any person can become a member of
the limited liability partnership subsequent to the partnership agreement in
accordance with an agreement with existing members (Art.18). The LLPL
mandates that any changes in the members or designated members or change
in the names and addresses of the members must be notified to the Registrar
(Art.25).
145. To register a limited partnership, all general partners must sign and
file an application with the Registrar (Art.12 LPL). The application needs
to mention, amongst other things, the full names and addresses of each
general partner and a description of the limited partners (Art.2.1 LPR). The
description of a limited partner includes, for an individual: the full name and
address; date and place of birth; and any former given or family names. For a
limited partner which is a legal entity, the description includes: the name and
address of the legal entity; any other addresses used in the past five years;
and the amount and type of contribution of each owner of the entity. Any
change in the registered information needs to be notified to the Registrar in
writing within 14days (Art.13 LPL). The DIFC Registrar maintains a register of general partnerships, limited liability partnerships, limited partnerships
and recognised partnerships (Art.6.4 GPR, Art.5.4.1 LLR, Art.7.4.1 LPR)

containing information on current partners and former partners. In case of
recognised partnerships information on the countries in which such partnerships are formed is kept.
Information kept by the partnerships

146. General partnerships are obliged to keep registers of partners containing the full names and addresses of all partners and dates of admission
and cessation as partners (Art.4.1.1 GPR). Similar information with regard
to partners is required to be kept in the register of members and designated
members of limited liability partnerships (Art.4.1.1 LLPR). Article4.1 of the
LPR sets out similar obligations for limited partnerships to maintain registers
of all of their partners.
Foreign partnerships
147. A general partnership or limited liability partnership or limited
partnership formed outside the DIFC must be registered as a recognised partnership (Art.13 GPL, Art.36 LLPL, and Art.45 LPL) in order to operate in
the DIFC. Disclosure of partners is required by any foreign partnership when
applying for a DFSA license and ongoing basis in line with the requirements
stated previously.
148. Prior to 2012, general partnerships and limited partnerships needed
to provide information on the full names and addresses of the partners who
are operating in the DIFC (Art.5.1.1 GPR, Art.5.1.1 LPR), but not on the
partners who are not operating in the DIFC. There is now a requirement to
provide to the Registrar the details of the identity of all partners of foreign
general partnerships and foreign limited partnerships which are registered as recognised partnerships (Art.13(2)(d) DIFC General Partnership
Law, Art.5.5.1(d) DIFC General Partnership Regulations and Art.5.1.1(d)
DIFC Limited Partnership Regulations) upon registration. Any changes in
ownership must be notified to the Registrar within 14days of such change
(Art.14(a) DIFC General Partnership Law and Art.46(1)(c)(iv)DIFC Limited
Partnership Law.
149. Foreign limited liability partnerships applying for registration must
also provide a list of names and addresses of all partners in the application
(Art.7.1.1 DIFC LLPR). In addition, they are required to notify the Registrar
of any changes in the constitution of the partnership, by the incoming or
outgoing of a partner, within 14days of this change (Arts.37(1)(c)(iv) and
37A LLPL).
Other free zones

150. Partnerships are not allowed to be formed in the Jebel Ali Free Zone,
Dubai Airport Free Zone, Fujairah Free Zone or RAK Free Zones. The only
corporate forms allowed in these free zones are companies, establishments
and branches of foreign companies.
Conclusion
151. All partnerships created in the DIFC must maintain registers identifying all of their partners and submit this information as part of registration.
The Registrar also keeps a register containing information on the partners of
all registered partnerships. A general partnership or limited liability partnership or limited partnership formed outside of the DIFC must be registered as
a recognised partnership in order to operate in the DIFC, and information on
all partners is also required to be maintained and updated.
Trusts (ToRA.1.4)
152. The UAE laws, at Federal and Emirate levels, do not provide for the
creation of trusts. The UAE has not signed the Hague Convention of 1July
1985 on the Law Applicable to Trusts and on their Recognition.19
153. In terms of foreign trusts, UAE law does not prohibit a resident of the
UAE from acting as a trustee or administrator or protector of a trust formed
under foreign law. In the absence of any specific trust laws in the UAE, no
requirements are prescribed for any such trustees/administrators/protectors to
keep any information with regard to the trusts for which service is provided.
The AML obligations (described below) would however apply whenever:
(i)the trustee is a financial institution or lawyer; or (ii)the trustee comes into
contact with a financial institution in the UAE or has a lawyer providing it
financial services.
154. As described previously, under the AML Law all financial institutions and also lawyers conducting specified financial activities are required
to identify their customers and the beneficial owners of their customers.20
19.
www.hcch.net/index_en.php?act=conventions.text&cid=59, accessed 1August

2011.
20. The entities obliged to conduct customer due diligence under the AML Law
are: all financial institutions operating in the country (including banks, money
These obliged entities must obtain all information and necessary documents
to establish the full identity of their customers and the beneficial owners of
their customers. Further, financial institutions, if it appears that the transaction is carried out on behalf of another person, must identify that other person
and record his details (Art.5.4 Central Bank AML Regulation 24/2000).
These provisions are broadly worded and thus can be expected to require
identification of the settlors and beneficiaries of trusts (trustees) which are
their customers. However, the term beneficial owner is not explicitly defined
in the AML laws and AML provisions do not specifically apply to all trustees. For example, a gap will remain when trustees are not lawyers who
provide specified financial services. This might lead to inconsistent application of the obligation by obliged entities.
155. The UAE allows formation of waqf which have characteristics similar to trusts. Two basic types of waqf are allowed:

waqf khairee: capital and income of the property is dedicated in

perpetuity for religious or charitable purposes; and
waqf khas or waqf ahlee: capital and income of the property is dedicated to a member(s) of the family.
156. A waqf is required to have a waqif (founder), mutawalli (trustee),

qadi (judge), and beneficiary. The founder, who must be an adult resident in
the UAE, grants an endowment (property) with free will through a decision
either verbally or in writing. This can be done during ones life or through
a will. The endowment is irrevocable and for unlimited time. Promissory or
conditional endowments are not allowed. The endowment must be consistent with UAE government policies. The founder has the right to increase his
waqf over time. The beneficiaries can be individual(s) or institution(s). Waqf
needs to be designated to Sharia compliant deeds. A waqf can be created for
the benefit of specifically designated individuals or for general charitable
purposes.
157. Waqf khairee are purely charitable vehicles. The Waqf khas/waqf
ahlee, is a self-endowment under which whole or part of the income generated by the waqf belongs to the founder and upon his death is spent on the
designated beneficiary. For these waqfs, the founder may confirm his decision to grant an endowment and designate its beneficiaries either verbally or
in writing.
158. The General Authority of Islamic Affairs and Endowments administers all waqf property in the UAE. Law 29/1999 on Formation of the Public
Organisation of Endowments sets down the role of the General Authority and

the duties of a single Board of Directors comprised of UAE nationals, headed
by the Minister of Islamic Affairs and Endowments, to manage all waqfs
(Art.6). The Board of Directors is encharged with the monitoring and control
of all endowments through waqf. The Board of Directors and the General
Authority of Islamic Affairs and Endowments have access to all information
held by waqfs. The Board of Directors approves payments to beneficiaries. The
UAE authorities have indicated that all waqfs are well regulated and the information on the beneficiaries is available with the waqfs. No issues have been
raised by peers with respect to the three-year review period in relation to waqfs.
Conclusion
159. AML obligations ensure that information is available on the settlors,
trustees and beneficiaries of foreign trusts which have a trustee, administrator or protector in the UAE as long as the trustee/administrator/protector:
(i)is himself a lawyer or financial institution, or (ii)comes into contact with a
financial institution or has a lawyer providing it financial services. However,
full information in respect of foreign trusts is not fully ensured because
obliged entities under the AML laws do not include all trust service providers
and there is likelihood of inconsistent application of the AML provisions by
the obliged entities. It is recommended that the UAE ensure that information
is always available on settlors, trustees and beneficiaries of foreign trusts
which have a trustee in the UAE. The UAE also allows for waqf, primarily
charitable vehicles, and these are closely managed and monitored by a government authority and government-appointed board of directors.
160. No peers have indicated that they requested information with respect
to waqfs or trusts administered in the UAE (other than the DIFC) in the
three-year review period, or raised other issues in this regard.
Trusts in the free zones

DIFC
161. The DIFC has a common law system and its law allows for the
creation of trusts. DIFC Law 11/2005 (Trust Law) governs the duties and
powers of trustees, relations among trustees and the rights and interests of a
beneficiary. It applies to express trusts, charitable and non-charitable trusts.
The Investment Trust Law (DIFC Law 5/2006) was enacted to facilitate the
introduction of a collective investment funds regime. Trusts created in the
DIFC have no restrictions in terms of the residence or domicile of the settlors
or beneficiaries or the location of assets.
162. A DIFC trust comes into existence by an instrument in writing
including a will or codicil (Art.23(2) Trust Law). The instrument must
mention the trust property and trustees. A trust can only be created if either
it has a definite beneficiary or is a charitable trust or is a non-charitable purpose trust21 (Art.24). A beneficiary must be (Art.34):

identifiable by name; or
ascertainable by reference to: a class; or a relationship to some other

person whether or not living at the time of the creation of the trust or
at the time which under the terms of the trust is the time by reference
to which members of a class are to be determined.
Information held by government authorities

163. In respect of an investment trust, the trustee must be regulated
by the DFSA for acting as a trustee of a fund or provide custody services.
Alternatively, the trustee may be regulated by another regulator in a recognised jurisdiction22 to provide custody or depository services. A public
domestic fund must be registered with the DFSA (Art.28 Collective
Investment Law). As at 1January 2016, none of the investment funds in the
DIFC had the form of a trust. There is no requirement of registration in the
DIFC of other trusts.
Information held by trustees and service providers

164. Part8 of the Trust Law concerns duties and powers of trustees. The
trustee must act with due diligence to the best of his ability and skill and must
keep accurate accounts and records of his trusteeship and must keep trust
property separate from his personal property and separately identifiable from
any other property of which he is a trustee.
165. The AML Law applies in the DIFC, and authorised firms, authorised market institutions, ancillary service providers, authorised individuals
and funds in the DIFC must comply with this law (Art.70(3) DFSA Law).
Therefore, they must comply with AML obligations and keep identity information on their customers.
166. The DFSA is responsible for the supervision of service providers
operating in the DIFC with respect to their compliance with AML obligations.
The DFSA has issued extensive guidance regarding the practical requirements
that should be met in order to comply with the different regulatory obligations,
21.
22.
A purpose trust is a type of trust which has no beneficiaries, but instead exists
for advancing some non-charitable purpose of some kind (e.g.holding or making
investments).
Recognised jurisdictions are those which the DFSA has assessed as having standards at least equivalent to those in place for regulation of trusts in the DIFC.

including the AML Law. For trust service providers, the AML Module and
section5 of the Conduct of Business Module are the most relevant.
167. Pursuant to the DFSA Law, any person that wishes to perform
financial services or ancillary services in or from the DIFC must obtain a
license from the DFSA (Part3). The provision of trust services23 or acting as
a trustee of a fund constitutes financial services. Provision of legal services
or accountancy services is considered an ancillary service. There were six
entities licensed to provide trust services in the DIFC as at 1January 2016,
five of which are banks. Together, these entities had created 28 express trusts.
168. Trust service providers (TSPs) must have verified documentary
evidence of the settlors, trustees (in addition to the TSP itself) and principal
named beneficiaries of trusts for which they provide services (DFSA Conduct
of Business Rule 5.10.1). The authorities indicated that the term principal
named beneficiaries refers to the beneficiaries named in the trust deed. In
the case of discretionary trusts with the capacity for the trustee to add further
beneficiaries, the TSP must also have verified documentary evidence of any
person who receives a distribution from the trust and any other person who
is named in a memorandum or letter of wishes as being a likely recipient of a
distribution from a trust.
Foreign trusts
169. DIFC laws do not prohibit DIFC registered persons from acting as
trustees or administrators of trusts created under foreign law. A foreign trust
must be regarded as being governed by and interpreted in accordance with its
governing law (Art.69 Trust Law). A foreign trust is enforceable in the DIFC
if its purpose and rights or powers conferred are not contrary to the DIFC
Law. Circumstances under which the DIFC has jurisdiction over foreign
trusts are stated in the jurisdiction of the DIFC Court (Art.20):
23.
the trust is a DIFC trust;
a trustee of a foreign trust is resident in the DIFC;
any property of a foreign trust is situated in the DIFC ; or
administration of any trust property of a foreign trust is carried out

in the DIFC.
A trust service provider may provide services to an express trust including: keeping accounting records; preparing trust accounts; preparing trust instruments or
other documents; management and administration of trust assets; distribution of
assets and payment of expenses or remuneration from trust funds.
170. There is no requirement to register the foreign trusts. As discussed

above, information on the foreign trusts to whom the licensed trust service
providers (TSPs) or other licensed service providers provide services must be
available with such service provider. The AML laws also oblige service providers to keep information on their customers. The DFSA may obtain information
from the service providers in the course of its supervision activities.
Other free zones

171. Trusts cannot be established in any other free zones. The free zone
authorities advise that, considering the nature of the free zones and the
restricted range of commercial and trade activities which may be conducted
there, it is unlikely that there would be a trustee or administrator of a foreign
trust in the free zones.
172. The AML/CFT Law applies in all free zones. As described previously,
under this law all financial institutions and also lawyers conducting specified
financial activities are required to identify their customers and the beneficial
owners of their customers.24 These obliged entities must obtain all information
and necessary documents to establish the full identity of their customers and
the beneficial owners of their customers. Further, financial institutions, if it
appears that the transaction is carried out on behalf of another person, must
identify that other person and record his details (Art.5.4 Central Bank AML
Regulation 24/2000). These provisions are broadly worded and thus can be
expected to require identification of the settlors and beneficiaries of trusts
(trustees) which are their customers. However, as discussed above the information on the constituents of foreign trusts may not be fully ensured.
Conclusion
173. DIFC laws ensure the availability of information on the settlors,
trustees and beneficiaries of express trusts created in the DIFC and foreign
trusts either administered in the DIFC or for which a trustee is resident in the
DIFC. Trusts cannot be established under the laws of the other free zones.
Considering the nature of the activities and entities operating in these zones,
it is unlikely that there are trustees or administrators of foreign trusts there.
If financial institutions or lawyers act in such a role, AML/CFT obligations
24. The entities obliged to conduct customer due diligence under the AML Law
are: all financial institutions operating in the country (including banks, money

would require them to identify their customers. No peers have indicated that
they requested information with respect to trusts administered in one of the
free zones in the three-year review period, or raised other issues in this regard.
Foundations (ToRA.1.5)
UAE
174. The UAE does not have a specific law on foundations, however,
associations having similar characteristics can be created for public welfare
pursuant to Federal Law 2/2008. Associations composed of natural or legal
persons can be formed to achieve social, religious, cultural, educational or
technical goals, or to render humane services or achieve charity objects or
other caring purposes.
175. All associations are required to be registered with the Ministry of
Social Affairs (Art.9 Law 2/2008). An application for registration must
include articles of association signed by the founding members and a list of
the founding members (full name, age, profession, residence and copies of
extracts of registration or identity cards) (Art.6).
176. Associations must have at least 20 founding members and the members may contribute in the form of financial, moral or technical support.
These founding members select a temporary committee and a delegation of
such committee submits a declaration to the Ministry seeking a license and
subsequent registration. Associations must keep all records, books, instruments and publications at their headquarters, including a record of the names
of the members and the contribution made by them (Art.22 Law 2/2008).
177. Information on the members of associations is also required to be
obtained by banks and auditors if they provide any services to them (UAE
Central Bank Circular 14/93/1993).
Free zones
178. The DIFC as well as other free zones do not have any laws on
foundations.
Conclusion
179. UAE laws do not provide for the creation of foundations to benefit
certain individuals. Information on the members of associations created for
public purposes is available with the Ministry of Social Affairs and with the
associations themselves. The laws of the DIFC and the free zones do not provide for the creation or operation of foundations.
Enforcement provisions to ensure availability of information

(ToRA.1.6)
180. Failure to register in the Commercial Register a memorandum of
association or its amendment renders a company or a partnership invalid
as against third parties and its managers and directors are jointly liable for
any loss suffered by the company or third parties as a result of the failure to
register (Art.15 CCL).
181. As described under A.1.1 and A.1.3 above, all companies and partnerships are required to keep an up-to-date register of members. Any failure to
comply with this obligation may lead to a monetary fine between AED10000
and AED100000 (between EUR2400 and EUR24000) (Art.360 CCL),
which may be imposed either on the entity itself or on one or more responsible
individuals.
182. The memorandum of association of a limited liability company,
which must be provided to the authorities upon registration, contains the
names of the owners. In January of each year, limited liability companies
must provide the particulars recorded in the register of members and any
developments which have occurred to the Companies Registrar at the
Ministry of Economy and the competent authority in the relevant Emirate.
This will generally take place in the context of renewing the trade license
with the competent authority. Most competent authorities have developed
standard forms and guidance for such renewal, which include the provision
of details of the members.
183. The competent authorities check whether the information provided
by the company is complete, which includes a check for ownership information. A renewal of the trade license will not be issued until all required
information has been received. Without a valid trade license, banks and other
service providers, as well as private parties, would refuse to do business with
the company. Companies are generally granted a grace period to renew an
expired commercial license, following which the license of the company will
be cancelled. Once the commercial license of a company has been cancelled,
the company may not continue to carry out activities.
184. The registration and annual license renewal process of limited liability companies ensures that the authorities have ownership information at
all times. An important reason for this is so that checks can be performed
with respect to the ownership structure, as it is not allowed for foreigners
to hold more than 49% of the shares. No specific statistics are available
with respect to the application of penalties related to the breach of the 49%
rule. With respect to the cancellation of licenses, the Dubai Department

of Economic Development reported that from January to September 2015,
17169 new licences were issued, 100556 were renewed, and 2456 cancelled.
The authorities indicated that, in general, compliance with registration and
renewal requirements is high as companies cannot do business without a
valid license. Overall, the Ministry of Economy has issued 8946 penalties in
2015 across the board, including for late license renewal and non-submission
of required information.
185. Until July 2015, public and private joint stock companies were also
required under the CCL to provide their register of members to the competent
authority and the Ministry of Economy on an annual basis, which conducted
checks similar to the ones for limited liability companies. The share register
of private joint stock companies must now be kept by a share register secretariat, which must be an entity licensed by the SCA. The SCA will perform
checks to ensure that the share register secretariats keep up-to-date share
registers. It is recommended that the UAE monitors that this new regime
continues to ensure the availability of ownership information on private joint
stock companies.
186. With respect to partnerships, there is an obligation to provide full details
of the partners to the competent authority and the Ministry of Economy at registration, and any change in the partners will only be valid after registration.
187. The failure of a branch or representative office of a foreign company
to notify the Ministry of Economy of changes in the companys ownership
may be fined by AED200 (EUR48) a month, to a maximum of AED2000
(EUR480) within a year (Ministerial Decision 377/2010 and UAE Cabinet
Decision 30/2004 as amended by Decision 5/2005).
188. Non-compliance with any provisions of the Anti-Fronting Law are
sanctionable by a fine not exceeding AED100000 (EUR24000). Repeated
non-compliance may lead to imprisonment for a period not exceeding two
years in addition to a fine of AED100000 (EUR24000). The sanctions are
applicable to both parties in an illegal fronting relationship (Art.3).
189. Any violations of the registration or record keeping obligations for
associations is sanctionable by a fine not exceeding AED10000 (EUR2400)
(Art.57 Federal Law 2/2008).
190. Violations of the various AML circulars and resolutions detailing
entities obligations are subject to the penalties provided in the AML Law;
imprisonment or a fine in the range of AED10000 to 100000 (EUR2400
to 24000) applies to all violations (including violations of CDD obligations),
with slight variations on the duration of imprisonment and value of fine
specified in some other provisions in the AML Law (Art.19).
Free zones
DIFC
191. Schedule2 of the DIFC Companies Act prescribes fines for
contraventions:

conducting business in the DIFC without proper registration attracts

a penalty of USD25000 (EUR22072) (Art.13(4) DCL);
failure to lodge an annual return is punishable with a fine of USD2000

(EUR1766) (Art.22);
failure to keep a register of shareholders by a company limited by

shares or failure to keep a register of members by a limited liability
company is liable for a fine USD2000 (EUR1766);
Article116A of the DIFC Companies Law, requires recognised companies to submit changes in registered details within 14days of such
change. Non-compliance with this provision can result in a maximum
fine of USD2000 (EUR1766) (Schedule1 DIFC Companies Law); and
a company violating the prohibition on issuance of bearer shares is

liable for a fine of USD5000 (EUR4415).
192. Schedule2 of both the DIFC General Partnership Law and DIFC
Limited Partnership Law stipulate a fine of USD20000 (EUR17659) for
carrying on business as a partnership in the DIFC without registration.
General partnerships or recognised partnerships may be fined for USD2000
(EUR1766) for failing to lodge notice of changes provided in Article14
(including a change in the constitution of a partnership, by the incoming or
outgoing of any partner) of DIFC General Partnership Law and Article13
(change in registered details) of DIFC Limited Partnership Law. However,
similar penalties are not prescribed in the DIFC Limited Liability Partnership
Law, although it is considered an offence not to notify the Registrar of a
change of partners (Art.25(4) DIFC LLPL).
193. The Registrar of Companies sits within the DIFC Authority and is
tasked with the supervision of companies and partnerships in the DIFC in
respect of their compliance with obligations to register, file annual returns
and notices of changes of registered details. The registered details for all
types of companies and partnerships incorporated or operating in the DIFC
include information on all owners.
194. Before issuing the certificate of incorporation and/or the business
license to a company or partnership, the DIFC Authority performs a quick
background check on the (prospective) directors and owners, including by

asking the Dubai Police to do a security verification and requesting copies of
their passports. Entities must also provide an annual return with up-to-date
ownership information, which is then checked by the Registrar against the
information on record.
195. The Registrar maintains an inspection programme to check the compliance of registered entities with the requirements of the relevant governing
law and regulations. This includes a check of whether all required documentation is kept, such as the register of directors and the register of shareholders
or members, as well as a check of whether information has been submitted to
the Registrar as required.
196. During the three-year review period, the Registrar has conducted
inspections, which included an on-site visit, of 167entities. In total, the following enforcement actions were taken (not necessarily all connected to an
on-site inspection), almost all in the form of financial penalties as set out
above:
Number of enforcement actions imposed by the DIFC Registrar of
Companies on companies and partnerships
2012-14
Failure to submit annual return
90
Failure to submit annual report
Failure to renew commercial license
57
Conducting business without proper registration
197. The obligations on companies and partnerships in the DIFC to keep

and provide ownership information combined with the inspection programme
of the Registrar of Companies sufficiently ensures the availability of ownership information for these entities in practice.
198. In addition to the inspection programme of the Registrar of
Companies, the DFSA supervises all entities which provide financial services
as well as other designated non-financial businesses and professions in the
DIFC. Together, these amount to more than 500entities, representing more
than of the entities registered in the DIFC. In accordance with the practical procedures and rules issued by the DFSA (see in particular section11.8
of the General Module of the DFSA Rulebook), these entities must provide
their ownership structure to the DFSA upon application for a license so that it
explains which person(s) control(s) at least 10% of the entity. This information
must be updated on an annual basis and, where the entity was incorporated in
the DIFC, the persons controlling 10% or more of the entity must be approved
by the DFSA. This provides additional assurance that ownership information
is available in practice with respect to these entities.
199. Part7 of the DFSA Law details various penalties which may be
applied for breach of DFSA laws or rules: imposition of fines (USD5000
(EUR4415) for a natural person and USD25000 (EUR22072) for a body
corporate), administrative censure, injunctions and orders, compulsory winding up (Art.90). The DFSA is also authorised to withdraw an authorisation
under a licence from an authorised firm or authorised market institution if it is
in breach of the laws or rules or other legislation administered by it (Art.50).
200. The DIFC Court is empowered to compel a trustee to perform the
trustees duties. It can also suspend or remove the trustee (Art.59 DIFC Trust
Law). Contraventions of the Conduct of Business Rules by authorised persons
in the matter of providing trust services are liable to be sanctioned as per the
provisions of Part7 of the DFSA Law.
201. With respect to financial and non-financial service providers, an
important monitoring and enforcement tool of the DFSA are the on-site risk
assessments, which are inspections where the DFSA checks compliance by
that service provider with its legal and regulatory obligations. An important area in all the assessments is compliance with AML/CFT legislation.
Selection of which service providers will be assessed in any given year is
based on (i)policy that certain types of service providers should receive an
on-site risk assessment at least once in a certain period (for example, the risk
assessment cycle for banks is one year), (ii)the general risk profile of the
service provider, as compiled from intelligence gathered through the issuance and renewal of the license as well as AML Returns (reporting by service
providers on the measures taken to comply with AML/CFT legislation) and
previous on-site risk assessments, and (iii)specific events, such as the submission of suspicious activity reports or complaints.
202. In each of the years from 2012-15, between 20-25% of the service
providers were subject to an on-site risk assessment. The DFSA prepared a
post-inspection report for each assessment, containing recommendations for
improvement and actions to be taken by the service provider within a specified time. In a number of cases, enforcement actions have been taken. The
total number of enforcement actions taken in the years 2012-15 is as follows:
Number of enforcement actions imposed by the DFSA on financial and
non-financial service providers
Year
Number of enforcement actions
2012
2013
2014
2015

203. The enforcement actions include financial penalties, prohibiting
persons from performing financial services in the DIFC and appointing an
external compliance expert. All enforcement actions are published on the
website of the DFSA. The number of enforcement actions in 2014 is relatively
low, as the DFSA focused on analysing the newly introduced AML Returns
as submitted by service providers. As mentioned above, the information from
the AML Returns is an important source for selecting service providers for
an on-site risk assessment.
Other free zones

Jebel Ali Free Zone
204. In the Jebel Ali Free Zone, companies and establishments are subject
to a general penalty of AED10000 (EUR2400) per day of non-compliance
with any provision in the relevant regulations, which includes the obligation to keep a register of members and to provide ownership information
to the Jebel Ali Free Zone Authority (Art.70 Regulation 1/92 and Art.71
Regulation 1/99). Failure by an offshore company to keep a register of members is punishable by a fine, applicable to both the company and its officers,
of AED1000 (EUR240) and a daily default fine of AED200 (EUR48)
(Art.22 Offshore Companies Regulations 2003).
205. The Jebel Ali Free Zone Authority keeps a register of all entities operating within its jurisdiction. Upon incorporation of a company
or establishment, details of all owners must be provided to the Authority
and are registered. The Authority issues share certificates to all owners.
Subsequently, any change in ownership must be notified to the Authority
within seven days and is only effective from the date the transfer is registered in the Authoritys register (Art.23 of Regulation 1/92 and Art.24 of
Regulation 1/99). Share transfers are invalid unless they are so registered
and the Authority has issued a share certificate to the new shareholder. The
same process is applied with respect to offshore companies. The Authority
therefore always has up-to-date ownership information on companies and
establishments incorporated in the Jebel Ali Free Zone.
206. In addition, offshore companies must have a registered office and
registered agent in the Free Zone or in Dubai at all times, and communication
between the Authorities and the company would generally take place through
them. Compliance by the registered agents with their obligations under the
regulations is also supervised by the Authorities, most importantly through
checks upon the annual license renewal. These checks may be a paper exercise or an on-site inspection.
Fujairah Free Zone

207. Neither Law 1/2004 nor the Operational Manual specifies the penalties applicable to entities operating in the Fujairah Free Zone for violations of
their obligations. However, it follows from Article5 of the federal CCL that
this law also applies to entities incorporated in the free zones, unless explicitly stated otherwise (which is not the case in the Fujairah Free Zone). The
CCL therefore requires companies and establishments in the Fujairah Free
Zone to keep an up-to-date register of members. Non-compliance with this
obligation is punishable with a fine between AED10000 (EUR2400) and
AED100000 (EUR24000) (Art.360 CCL).
208. The Fujairah Free Zone Authority keeps a register of all entities operating within its jurisdiction. Upon registration, details of all owners must be
provided to the Authority and their names appear on the license issued by the
Authority. In practice, for every establishment or company that is incorporated in the Fujairah Free Zone, the Authority issues the share certificate(s)
directly to the owner(s). The owners or their representatives are usually physically present to sign the necessary papers with the Authority.
209. The Registrar Office is responsible for monitoring compliance with
the registration and license renewal obligations. The Registrar Office consists
of three officers supervised by the Head of the Licensing Division. Licenses
are issued for a maximum of one year and expire on 31December, upon
which they must be renewed. Reminders are sent at regular times and any
non-compliance is followed up immediately.
210. Most of the procedures in the Fujairah Free Zone are not based on
specific laws or regulations. However, an Operational Manual is in place
which clearly sets out that the details of all owners and their percentage of
ownership must be provided upon incorporation or, in case of a branch of a
foreign company, upon registration. The Operational Manual also states that
any change in ownership will be treated as a new incorporation, meaning that
such changes must be reported to the Authority. As an example, in 2014 there
were 79 transfers of ownership recorded where at least one owner transferred
all its shares, as well as two changes in the percentage of ownership held.
Dubai Airport Free Zone

211. In the Dubai Airport Free Zone, Regulations 1/1998 and 1/2000
contain a general penalty provision for failing to comply with any provision
in these regulations. Domestic companies failing to keep a register of members and providing ownership information and updates to the authorities are
therefore subject to a fine between AED500 (EUR120) and AED5000
(EUR1200) per day of non-compliance (Art.71 Regulation 1/2000). Other

establishments failing to comply with these obligations are subject to a fine
of AED10000 (EUR2400) per day in default (Art.70 Regulation 1/1998).
212. The Dubai Airport Free Zone Authority keeps an electronic register
of all entities operating within its jurisdiction. Upon incorporation, details of
all owners must be provided to the Authority and are registered. In practice,
the Authority issues the share certificate(s) directly to the owner(s) of each
entity that is incorporated in the Dubai Airport Free Zone.
213. The Leasing and Licensing Department is responsible for monitoring
compliance with the registration and license renewal obligations. Licenses
must be renewed on an annual basis. If the license is not renewed in time, the
Authoritys system automatically blocks the license and imposes a penalty
fee of AED1000 per month. In the period 2013-15, on average 190entities (approximately 12% of all registered entities) have been subject to this
penalty fee. Entities of which the license is blocked cannot use any of the
services of the Authority which in practice means they can no longer operate.
214. Ownership cannot be transferred without prior approval of the
Authority and is only effective from the date the transfer is registered in the
Authoritys register (Arts.23 and 24 of Regulations 1/1998 and Arts.24 and
25 of Regulations 1/2000). The Authority therefore always has up-to-date
ownership information on all entities incorporated in the Dubai Airport Free
Zone.
RAK Free Zones

215. In the RAK Free Zones, various fines, ranging from AED200 to
AED50000 (EUR48 to 12000), are proscribed for failures to comply with
the regulations applicable to international companies (Schedule1 RAK
International Companies Regulations 2006). For example, failure to maintain an accurate shareholders register is punishable by a fine of AED1000
(EUR240) plus a daily fine of AED200 (EUR48). For international business companies, failures to comply with the RAK International Business
Companies Regulations 2006 attract fines ranging from AED1000 to
50000 (EUR240 to 12000) (Schedule2 RAK International Business
Companies Regulations 2006). Companies that are covered under the RAK
ICC Business Companies Regulations 2016 and that do not ensure that the
register of members as kept by the Registrar is up to date, are liable to a fine
not exceeding AED1000 (EUR240) (Art.54(3) and Schedule7).
216. The RAKFTZ and RAKIA Authorities keep a register of all onshore
entities incorporated within its jurisdiction. Details of all owners must be
provided to the Authority upon incorporation, which are then registered. In
practice, the Authorities issue the share certificate(s) directly to the owner(s)
of each onshore entity that is incorporated in the RAK Free Zones. In
addition, any change in ownership must be approved by the Authorities and

is subsequently registered. The Authorities therefore always have up-to-date
ownership information on all onshore entities incorporated in the RAK Free
Zones.
217. The Registration and Licensing Authority is responsible for monitoring compliance with the registration and license renewal obligations of
onshore entities. Licenses must be renewed on an annual basis. Every year,
approximately 20% of the entities do not comply with all renewal requirements in a timely manner; these entities may incur penalties or, where
non-compliance persists, are struck off. For example, in each of the years
2012-15 between 890 and 1650onshore entities registered in the RAKFTZ
paid a late renewal fee.
218. The RAKFTZ and RAKIA Authorities also keep a register of all
offshore companies in the RAK Free Zones that were incorporated before
1January 2016. These registers will eventually be transferred to the RAK
ICC Authority, which is responsible for registering offshore companies
established on or after 1January 2016. Full ownership information must be
provided upon initial registration and any change in those details must be
provided to the Authority, using the different forms as can be found on the
Authorities website. Changes in ownership are not valid unless they are registered by the Authorities.
219. Offshore companies must have a registered office and registered
agent at all times, and communication between the Authorities and the company would generally take place through them. Compliance by the registered
agents with their obligations under the regulations is also supervised by
the Authorities, most importantly through checks upon the annual license
renewal. These checks may be a paper exercise or an on-site inspection.
Conclusion and practice with respect to ownership and identity

information
220. The UAEs commercial and AML legislation include enforcement
provisions which are applicable in case of non-compliance with provisions
that ensure availability of relevant ownership information. The DIFCs commercial and financial services legislation similarly set out penalty provisions
applicable for non-compliance with obligations to ensure the availability of
ownership information. Legislation and regulations in place in the Dubai
Airport Free Zone, the Jebel Ali Free Zone and the RAK Free Zones also
contain penalty provisions concerning the availability of ownership information, while the penalty provisions of the CCL apply to companies in the
Fujairah Free Zone.

221. In practice, with respect to almost all entities in the UAE (including the free zones) ownership information must be provided to the relevant
authorities upon registration and when a change occurs and/or upon annual
renewal of the license. This framework ensures that in practice ownership
information is readily available with the authorities.
222. Of the 323EOI requests received during the three-year review
period, the vast majority included a request for ownership and identity information, which generally relate to companies (not partnerships, trusts or other
entities). Most peers indicated that ownership information was not received
in at least some cases, and the UAEs main EOI partner stated that ownership
information was only received in a very limited number of cases. The UAE
authorities stated that they have exchanged ownership information in many
cases, including with its main EOI partner.
223. From the peer input, it is clear that ownership and identity information has not been exchanged in a number of cases during the three-year
review period. As explained below under elementsB.1 and C.5 in this report,
several issues have been identified in the way the UAE Competent Authority
has processed EOI requests received in the three-year review period. These
include, most importantly, (i)the large number of unprocessed EOI requests
from 2012 and 2013, which means that information has not been exchanged
at all yet in these cases, and (ii)difficulties in obtaining information (such
as not being able to identify the company) for reasons which were not communicated with the EOI partner.
224. The legal framework and its practical implementation domestically, mainly through filing obligations to the authorities, seem to ensure
the availability of ownership and identity information with respect to most
relevant entities. In addition, no peers have mentioned that the UAE had
indicated that information could not be exchanged because it was not available. Nevertheless, it is a matter of fact that the UAE has not exchanged such
information in all cases where it was requested and it is not clear in all cases
that the information would have been available. It is therefore recommended
that the UAE monitors the availability of ownership and identity information
where this is requested by an EOI partner.
Determination and factors underlying recommendations

Phase1 determination
The element in place, but certain aspects of the legal implementation
of the element need improvement.
Factors underlying
recommendations
Recommendations
It is not clear that foreign companies

having their main offices or effective
management in the Dubai Airport
Free zone are obliged to maintain
ownership information or provide
it to the authorities and thus such
information may not be available to
the competent authority.
The UAE should clarify that

ownership information is available for
foreign companies having their main
offices or effective management in
the UAE in all cases.
Identity information may not be

consistently available in respect
of foreign trusts which have an
administrator or trustee in the UAE or
in a free zone other than the DIFC.
An obligation should be established

to maintain information in all cases
in relation to settlors, trustees and
beneficiaries of those foreign trusts
which have an administrator or
trustee in the UAE or in a free zone
other than the DIFC.
Phase2 rating
Largely Compliant
A.2 Accounting records

Jurisdictions should ensure that reliable accounting records are kept for all
relevant entities and arrangements.
225. A condition for exchange of information for tax purposes to be effective is that reliable accounting information, foreseeably relevant to the tax
requirements of a requesting jurisdiction, is available, or can be made available, in a timely manner. This requires clear rules regarding the maintenance
of accounting records.
General requirements (ToRA.2.1)

226. While there is no one accounting standard to be followed by entities
in the UAE, most legal entities have adopted the Full International Financial
Reporting Standards (IFRS) or the US Generally Accepted Accounting
Principles (GAAP). In addition, all banks, financial companies and investment companies supervised by the Central Bank are required to follow the
IFRS (Central Bank Circular 20/99).
227. General account keeping obligations are prescribed in Federal Law
18/1993 Commercial Transactions Law (CTL). The provisions of the CTL
apply to all traders as well as to all commercial activities carried out by any
person who may not be a trader. Commercial activities are defined comprehensively (Arts.4 to 10). A trader includes every company and partnership
which undertakes a commercial activity or has adopted one of the legal forms
stipulated by the Commercial Company Law. Therefore, the provisions of
the CTL apply to all relevant entities in the UAE. Articles26 to 38 of the
CTL set out the rules relating to commercial books. Commercial books,
considering the nature and importance of the trade, must be kept in a manner
which ensures that they accurately reflect the financial position as well as the
traders rights and obligations (Art.26(1)). In all cases a trader must keep a
daybook and a general ledger.
228. A trader must record all financial transactions on a day-by-day basis
in the daybook (Art.27(1) CTL). Further, the general ledger must contain
entries relating to accounting operations, as carried forward from the daybook on the basis of supporting documents (Art.28). It must contain accounts
related to cash money, banking, partners, creditors, debtors, revenues, withdrawals and expenditures. The general ledger must also contain a copy of the
annual balance sheet and profit and loss account. Pages of the daybook and
general ledger must be numbered, signed and stamped with the official seal
of the Commercial Registrar (Art.29).
229. The provisions of the CTL are complemented by similar obligations
included in the CCL. A general obligation exists in Article26 CCL that
applies to all companies and partnerships:
1. Every company shall keep accounting records showing its
transactions to accurately reveal at any time the financial position of the company and enabling the partners or shareholders to
confirm that the accounts of the company are properly kept in
accordance with the provisions of this Law.
2. Every company shall keep its accounting books in its head

office for a period of at least 5 (five) years from the end of the
financial year of the company.
230. In addition, joint stock companies and limited liability companies
must have their account audited every year (Art.27 CCL). A copy of the
annual accounts and the auditors report must be provided to the competent
authority of the relevant Emirate, as well as to the Ministry of Economy (for
private joint stock companies and limited liability companies) or the SCA
(for public joint stock companies), within seven days from the date of the
general assembly to which these were provided (Art.236(2) in conjunction
with Arts.104 and 265 CCL).
231. Foreign companies having their main activity or main office or
branches in the UAE must have a separate balance sheet and separate profit
and loss account and have an auditor; a copy of the balance sheet and the
final accounts, together with the auditors report, must be provided to the
competent authority of the relevant Emirate as well as to the Ministry of
Economy on an annual basis (Art.331 CCL). In addition, the provisions of the
Commercial Transactions Law (described above for domestic entities) apply
to all entities, including foreign entities, undertaking commercial activities
(Art.11).
232. Failure by a domestic or foreign company or partnership to
keep accounting records may result in a fine between AED50000 and
AED500000 (between EUR12000 and EUR120000), while a failure to
retain these accounts for the minimum period provided for in the CCL may
result in a fine between AED20000 and AED100000 (between EUR4800
and EUR24000) (Arts.348 and 349 CCL). Finally, providing false statements or omitting information with the purpose of concealing the true
financial position of a company may result in a fine between AED100000
and AED500000 (EUR24000 and EUR120000) and/or imprisonment for
a period between six months and three years (Art.364 CCL).
233. The Central Bank Law contains provisions relating to organisation of banks in the UAE. The entities governed by this law25 are subject to
obligations of keeping of accounting records, auditing thereof and submission of auditors report to the Central Bank. Branches of foreign banks must
maintain separate accounts for all their operations in the UAE including the
balance sheet and profit and loss accounts (Art.102). Every commercial bank
operating in the UAE is required to appoint an auditing company for auditing
25.
Commercial banks, investment banks, financial institutions, monetary and financial institutions, representative offices, public credit institutions, private savings
and pension funds and insurance and re-insurance companies (Art.77).

its accounts (Art.103). These requirements ensure that the licensed and regulated entities maintain adequate accounting records.
234. Companies listed on the UAE stock market are obliged to notify and
provide interim as well as annual financial reports to the SCA and the stock
market (Art.36(7) SCA and Decision 3/R/2000 concerning the Disclosure
and Transparency). These reports are required to be prepared in accordance with the international accounting standards issued by the International
Accounting Standards Board. These reports include the board of directors
report, audit report, balance sheet, income statement, cash flow statement,
changes in equity statement, and the notes to the financial statements.
235. The keeping of accounting records in respect of foreign trusts, for
which a trustee is resident in the UAE or which are administered in the UAE,
is not ensured. The keeping of accounting records by waqfs is ensured due to
strict control and supervision by the Board of Directors, which is headed by
the Minister of Islamic Affairs and Endowments. As the General Authority of
Islamic Affairs and Endowments administers all waqf property, all relevant
accounting records are directly available with this government authority,
including information on the type of property endowed, the location and
size of the property endowed, the type of investment made as well as the
propertys yield and endowment identification documents. The UAE authorities indicate that the federal states auditing agency performs audits of the
accounts administered by the General Authority. In addition, the Board of
Directors which supervises all waqfs.
236. Associations must keep at their headquarters account books of revenue and expenses corroborated with the accredited documents (Art.22 Law
2/2008). Auditors are obliged to verify that the accounting records kept by
associations are in accordance with the generally accepted accounting standards (Ministry of Economy Circular 16July 2002).
237. All financial institutions in the UAE (including foreign institutions)
must record all transactions against the relevant account and these transactions must appear on the account statement (Art.14 Central Bank Law).
Thus, whenever a legal or natural person in the UAE, including a foreign
company, comes into contact with a financial institution, transaction records
are maintained.
Practice
238. All companies are required to have their accounts audited and to
provide their annual financial statements, together with the auditors reports,
to the Ministry of Economy or the SCA. Apart from specific penalties for not
keeping reliable accounting records, the non-provision of audited financial
statements would lead to cancellation of the license. Without a valid trade
license, banks and other service providers, as well as private parties, would
refuse to do business with the company. Companies are generally granted a
grace period to renew an expired commercial license, following which the
license of the company will be cancelled. Once the commercial license of
a company has been cancelled, the company may not continue to carry out
activities. No specific statistics are available with respect to the application
of penalties related to not keeping accounting records, nor with respect to the
cancellation of licenses. The authorities indicated that, in general, compliance
with these requirements is high as companies cannot do business without a
valid license. Overall, the Ministry of Economy has issued 8946 penalties in
2015 across the board, including for late license renewal and non-submission
of required information.
239. With respect to partnerships, the obligation to keep reliable accounting records is not complemented by any system of monitoring. It may be
noted that until July 2015, only UAE nationals could be partners in a partnership and they were used mostly for doing business locally. It is therefore
less likely that other jurisdictions would have been interested in information
in this respect. However, with the entry into force of the new CCL foreign
nationals may own up to 49% of the partnerships shares. It is recommended
that the UAE implements a system of oversight to ensure that all partnerships in practice keep reliable accounting records, including underlying
documentation.
Conclusion
240. Relevant entities in the UAE are obliged to keep reliable accounting
records consistent with the international standard. There are however no
obligations which ensure that accounting records are kept where a foreign
trust has a trustee or administrator resident in the UAE. The audit of accounts
and the provision of the annual financial statements and auditors reports to
the authorities ensure a high level of compliance by entities. However, for
partnerships the obligation to keep reliable accounting records is not complemented by any system of monitoring and it is recommended that the UAE
introduces such a system.
Free zones
DIFC
241. All companies in the DIFC must keep accounting records which
are sufficient to show and explain their transactions so as to disclose with
reasonable accuracy the financial position of the company at any time and
enable the directors or managers to ensure that any accounts prepared by

the company complies with the requirements of the companies law (Art.101
DCL). The accounts must be prepared in accordance with accounting principles or standards approved by the Registrar or prescribed in the regulations
and must show a true and fair view of the profit or loss of the company for
the period and of the state of the companys affairs at the end of the period
(Art.103). Articles102 to 113 contain provisions dealing with the approval
of accounts, audit of accounts and filing of a copy of accounts and auditors
report with the Registrar. Failure to keep accounting records by companies as prescribed in Article101 is punishable by a fine of USD15000
(EUR13243). Failure to maintain accounting records for six years may be
fined by an amount of USD2000 (EUR1766).
242. The obligations of the DCL concerning accounts and audit do not
apply to entities performing financial services and authorised by the DFSA
as per provisions of Regulatory Law 2004 (DFSA Law). The DFSA has made
rules concerning accounting records applicable to all entities, including
foreign companies, supervised by them (Part8 DFSA Rule Book General
Module (GEN) Accounting and Auditing). These entities must prepare
and maintain all financial accounts and statements in accordance with the
International Financial Reporting Standards. Pursuant to Article8.3.1 of the
GEN, every authorised person is obliged to keep accounting records which
are sufficient to show and explain transactions and are such as to be capable
of disclosing the financial position on an ongoing basis and record the financial position at its financial year end. Further, Islamic financial institutions
are obliged to prepare and maintain all financial accounts and statements
in accordance with the Accounting and Auditing Organisation for Islamic
Financial Institutions (s.4.3 IFR Module).
243. Following legislative amendments in the DIFC in December 2013,
foreign companies allowed to do business in the DIFC (recognised companies) are now under the obligation to keep accounting records including
underlying documents which are sufficient to show and explain their transactions so as to disclose with reasonable accuracy the financial position of the
recognised company at any time and to enable any accounts to be prepared
(Art.116B(1) DIFC Companies Law). These records must be kept for at least
six years (Art.116B(2)(b) DIFC Companies Law). Failure to keep reliable
accounting records by a recognised company may result in a maximum penalty of USD15000 (EUR13243), while non-compliance with keeping these
records for at least six years may result in a maximum penalty of USD2000
(EUR1766) (Schedule1 DIFC Companies Law).
244. The accounting record requirements for limited liability partnerships are similar to that of DIFC companies, and accounts must be prepared
in accordance with accounting principles or standards approved by the
Registrar (Art.26 LLPL). A limited partnerships accounting records must
show and explain transactions and accounts must also disclose with a reasonable accuracy at any time the financial position of partnerships (Art.18 LPL).
For general partnerships, the accounting records must show and explain its
transactions and show a true and fair view of the profit or loss for the period
it covers and state of financial affairs at the end of the period (Art.19 GPL).
Failure to keep accounting records by any partnership may result in a fine of
USD15000 (EUR13243) (Schedule2 of the LLPL, LPL and GPL).
245. The same requirements to keep accounting records including underlying documents for a period of at least six years that have been introduced
in respect of foreign companies (recognised companies) have also been
introduced for foreign partnerships doing business in the DIFC. The penalties for non-compliance are also the same as for recognised companies.
The new provisions can be found in Article13A DIFC General Partnership
Law, Article46B DIFC Limited Partnership Law and Article37B Limited
Liability Partnership Law.
246. In respect of DIFC trusts and foreign trusts, the books and records
of a trust service provider (TSP) must be sufficient to demonstrate adequate
and orderly management of clients affairs (COB Rule 5.9.1). A TSP, who
is licensed by the DFSA, must prepare proper accounts at regular intervals
on the trusts and underlying companies administered for its clients. Where
trusts and underlying companies are governed by the laws of a jurisdiction
that require accounts to be kept in a particular form, the TSP must meet those
requirements. In any case, the TSPs books and records must be sufficient to
allow the recreation of the transactions of the business and its clients and to
demonstrate what assets are due to each client and what liabilities are attributable to each client. Further, section9.2 of the CIR Module requires the fund
manager of a domestic fund to prepare and maintain financial accounts and
statements.
Practice
247. The supervision of entities within the DIFC is shared between the
DIFC Authority, mainly through the Registrar of Companies, and the DFSA.
The DFSA is responsible for supervising all regulated entities (in practice,
financial and certain non-financial service providers, approximately of the
entities operating in the DIFC), while the DIFC Authority covers all other
entities.
248. The entities that are supervised by the DFSA must have their
accounts audited and provide the audit report to the DFSA within four
months of their financial year. Entities incorporated in the DIFC must have
their accounts audited by a Registered Auditor, which is an audit firm with
a DFSA license to act as an auditor in the DIFC, while foreign entities may

also appoint another auditor. The DFSA monitors that regulated entities keep
reliable accounting records in three ways.
249. Firstly, the audit reports submitted by the regulated entities are
reviewed to ensure that they are aligned with any other information that
these entities may have submitted to the DFSA. Second, as part of the onsite risk assessments (see under elementA.1.6 for more details) the presence
and reliability of the accounting records are checked. Finally, the Registered
Auditors are separately inspected with respect to compliance with the rules
set for them (Auditor Module of the DFSA Rulebook), which are meant to
ensure that the auditors perform their activities adequately. A small number
of audit files are also reviewed during these inspections. There are currently
16Registered Auditors, which are on average subject to inspection every two
years, but at least once every four years:
Inspections by the DFSA of Registered Auditors
Year
Number of inspections
Number of audit files reviewed
2012
28
2013
24
2014
22
2015
24
250. Compliance by the Registered Auditors is very high, and it has not
been necessary to revert to any enforcement measures. More generally, the
DFSA has found that regulated entities generally keep reliable accounting
records. No penalties have therefore been imposed in this respect during the
period 2012-15 by the DFSA.
251. Most non-regulated entities incorporated in the DIFC, except for
general and limited partnerships (there are less than ten of these partnerships
currently registered) must also have their accounts audited. In addition to the
Registered Auditors, the DIFC Authority has issued a list of 72 recognised
auditors which may be appointed to perform these audits.
252. As described under elementA.1.6, the Registrar of Companies
maintains an inspection programme to check the compliance of registered
entities with the requirements of the relevant governing law and regulations.
The inspections include a check of whether reliable accounting records are
kept and have been audited in accordance with the rules. In the 167 on-site
inspections carried out in the three-year review period, the Registrar has not
encountered non-compliance with these requirements.
253. Through the combination of audited accounts for almost all entities and the inclusion of checks for reliable accounting records in on-site
inspections, as well the inspection of Registered Auditors themselves, it is

ensured in practice that reliable accounting records are kept by the entities
incorporated in the DIFC.
Other free zones

254. The accounting obligations in the four major free zones (not including the DIFC) are:

in the Jebel Ali Free Zone, the requirements include: all companies
and establishments must keep accounting records sufficient to show
and explain transactions and be such as to disclose with a reasonable
accuracy, at any time, the financial position of the company or establishment and enable the directors to ensure that the balance sheet
and profit and loss account of the entity comply with the requirements of the regulations (Art.40 Implementing Regulation 1/99
and Art.39 Implementing Regulations 1/92); a record of assets and
liabilities and entries from day to day of all sums of money received
and expended and the matters in respect of which the receipt and
expenditure takes place (Art.41 Implementing Regulation 1/99 and
Art.40 Implementing Regulations 1/92); directors must prepare a
balance sheet and profit and loss account for each financial year
(Art.45 Implementing Regulation 1/99 and Art.44 Implementing
Regulations 1/92); auditors must be appointed and must give their
opinion about the preparation of accounts including whether a true
and fair view is given in the balance sheet and profit and loss account
Regulations 1/92); non-compliance with these obligations may lead
to a fine of AED10000 (EUR2400) per day of the non-compliance
Regulation 1/92);
the account keeping obligations and accompanying penalties which

apply to companies and establishments formed in the Dubai Airport
Free Zone mirror the obligations in place for entities in the Jebel Ali
Free Zone (Arts.40 to 53 of Implementing Regulation 1/2000 and
Arts.39 to 52 of Implementing Regulations 1 of 1998);
no obligations regarding keeping of accounting records have been

prescribed for the limited liability companies and establishments by
the Fujairah Free Zone. The Fujairah Free Zone Authority is empowered to issue regulations concerning accounting records but has not
yet done so. However, the obligations contained in the CCL and CTL
do apply (see also below); and

offshore companies in the RAK Free Zones that were established

before 1January 2016 are likely still covered by the old regulations.
If so, international business companies must keep at their registered
offices proper books of accounts in relation to all sums of money
received and disbursed by the company along with proper justification thereof, the assets and liabilities of the company, the balance
sheet and profit and loss account of the company and other books
and statements which reflect the financial position of the company
(Arts.154-158 Regulations on the International Business Companies).
Non-compliance may lead to a fine not exceeding AED15000
(EUR3600) (Schedule1). International companies must maintain
accounting records sufficient to: (i)show and explain all transactions;
(ii)disclose with reasonable accuracy at any time the financial position of the international company; (iii)enable the directors to ensure
that any accounts prepared by the international company comply with
the regulations (Art.62 RAK International Companies Regulations
2006). They must also keep a profit and loss account (Art.64). Noncompliance is sanctionable with a fine of AED2000 (EUR480)
(Schedule1).
Offshore companies that are covered by the new RAK ICC Business
Companies Regulations 2016 must keep records and underlying
documentation that are sufficient to show and explain the companys
transactions and will, at any time, enable the financial position of the
company to be determined with reasonable accuracy (Art.103). Noncompliance with this obligation may result in a fine not exceeding
AED2000 (EUR480).
Onshore companies are currently subject to similar rules as (onshore)
companies in the Jebel Ali Free Zone and the Dubai Airport Free
Zone. Revised regulations are expected to be finalised by the end of
May 2016, but these will still include obligations on onshore companies to maintain accounting information.
255. Article49 of Regulation 1/92 and Article52 of Regulation 1/99 in

the case of Jebel Ali Free Zone and Art.49 of Regulation 1/98 and Art.50
of Regulation 2000 in case of Dubai Airport Free Zone oblige the establishments/companies to deliver a copy of annual accounts to the respective free
zone authorities within 3months of the end of the financial year.
256. As described above, the (federal) Commercial Transactions Law
(CTL) contains provisions requiring relevant entities in the UAE to keep reliable accounting records, including underlying documentation, for a period
of at least five years. The CTL applies to all traders and persons carrying
out commercial activities in the free zones (except financial free zones), as
the federation has exclusive legislative jurisdiction in the area of commercial
law following Article121 of the Constitution. The definition of the term

trader includes all companies which have a legal form as stipulated in the
CCL, which includes all companies established in the free zones as they can
only be set up in a legal form under the CCL. This would then ensure that
all entities in the free zones are required to keep reliable accounting records,
including underlying documentation, for a period of at least five years under
the CTL.
257. In the Fujairah Free Zone, no rules whatsoever are issued regarding
the keeping of accounting records by entities established in that free zone. It
is therefore clear that the CCL and CTL apply to companies and establishments in the Fujairah Free Zone, requiring them to keep reliable accounting
records, including underlying documentation, for a period of at least five
years.
258. However, the legislation in most of the free zones which have been
reviewed contains separate obligations to keep accounting records which
does not entirely satisfy the Terms of Reference, most importantly with
respect to underlying documentation and document the retention period.
Given the variation between the CTL and the legislation in most free zones
analysed, further clarification on the interaction between the CTL and the
free zone legislation should be provided.
Practice
259. Most entities incorporated in the free zones are required to have their
accounts audited and to provide their annual financial statements, together
with the auditors reports, to the relevant free zone Authority. This obligation is generally included in the regulations issued by the Authority except
in the case of the Fujairah Free Zone, which relies on the federal legislation.
All auditors practicing within the UAE must register with the Ministry of
Economy (Federal Law 22/1995 Auditors Law), and are supervised by that
Ministry.
260. The monitoring of the obligation to keep and provide accounting
records is carried out in a similar manner as for ownership information, and
is linked to the process of annual renewal of the license of the entity. If the
financial statement and audit report are not received by the Authority, the
license will not be renewed and all services provided by the Authority will
be suspended until the required documentation has been received. This is a
big incentive for compliance, since the operations of the entity will have to
be ceased without a valid license. The relevant authorities report that compliance with providing the documentation for annual renewal of the license has
indeed been high.

261. Through the combination of audited accounts and the obligation to
provide the financial statement and auditors reports to the relevant Authority,
it is ensured in practice that reliable accounting records are kept by most entities incorporated in the free zones.
262. However, offshore companies in the Jebel Ali Free Zone, and international companies and international business companies in the RAK Free
Zones are not required to provide any accounting information to the relevant
Authority unless they are specifically requested to do so. In addition, the
regulations for offshore companies in the RAK Free Zones do not require the
companies accounts to be audited. Although under the federal CTL these
companies would be required to have their accounts audited, this is an example of a situation where there is a discrepancy between the federal UAE law
and the free zone legislation. It seems that in practice the free zone legislation is followed and accounts of offshore companies in the RAK Free Zones
are not systematically audited. Accounts of offshore companies in the Jebel
Ali Free Zone are required to be audited (Art.6(2)(d) and Part11 Jebel Ali
Offshore Companies Regulations 2003) but no further checks in this respect
are carried out by any authority.
263. Having only a single layer of monitoring (by the auditors) without
any regular checks by a free zone or federal government authority, does not
provide sufficient assurance that reliable accounting records are kept by
offshore companies in the Jebel Ali Free Zone. With respect to offshore companies in the RAK Free Zones, compliance with accounting record keeping
obligations is not monitored at all. It is recommended that the UAE implements a system of oversight to ensure that these companies in practice keep
reliable accounting records, including underlying documentation.
Conclusion
264. All entities incorporated in and foreign companies operating in the
DIFC are obliged to keep reliable accounting records consistent with the
standard. There are also obligations which ensure that accounting records
are kept with respect to DIFC trusts and a foreign trust having a trustee or
administrator resident in the DIFC. With respect to the other free zones, the
(federal) Commercial Transactions Law (CTL) contains provisions requiring relevant entities in the UAE to keep reliable accounting records and
this would apply to all UAE entities operating in the free zones other than
financial free zones. However, the legislation in most of the free zones which
have been reviewed contains separate obligations to keep accounting records
which does not entirely satisfy the Terms of Reference. Given the variation
between the CTL and the legislation in most free zones analysed, it is recommended that further clarification on the interaction between the CTL and the
free zone legislation be provided.
265. The monitoring and enforcement in practice of the obligations of

free zone entities to keep reliable accounting records takes place through
requirements that the accounts must be audited in combination with additional checks by free zone authorities. This can be considered sufficient.
However, with respect to offshore companies in the Jebel Ali Free Zone, and
international companies and international business companies in the RAKIA
Free Zone, there is no additional check by the free zone authority. It is recommended that the UAE implements a system of oversight to ensure that these
companies in practice keep reliable accounting records, including underlying
documentation.
Underlying documentation (ToRA.2.2)

266. The Commercial Transactions Law obliges traders, including all
domestic companies and partnerships, to keep exact copies of the originals of
all correspondence, telegrams, invoices and other documents related to their
trade (Art.30). Article26 of Resolution 193 outlines the information on the
financial and accounting transactions to be kept by associations and includes
all papers, supporting documents and financial statements. These obligations
are consistent with the international standard.
Free zones
DIFC
267. The legislation governing the different entities which may be established in the DIFC was amended in December 2013 to introduce an express
obligation to keep underlying documents (Art.101 DIFC Companies Law,
Art.19 DIFC General Partnership Law, Art.18 DIFC Limited Partnership
Law and Art.26 Limited Liability Partnership Law). Failure to comply
with this obligation may result in a maximum penalty of USD15000
(EUR13243) (Schedule1 DIFC Companies Law, Schedule2 DIFC General
Partnership Law, Schedule2 DIFC Limited Partnership Law and Schedule2
DIFC Limited Liability Partnership Law).
268. The type of underlying documents to be kept is not further specified
except for regulated entities (DFSA Rulebook General Module Chapter8 and
Glossary Module Chapter2). It is noted that the accounts of companies and
limited liability partnerships must be audited (Art.103(4)(b) DIFC Companies
Law and Art.28(4)(b) DIFC Limited Liability Partnership Law) and are to be
prepared in accordance with the International Financial Reporting Standards
(Art.
6.2.1 DIFC Companies Regulations and Art.
6.2.1 DIFC Limited

Liability Partnership Regulations). Although it may therefore be expected that
complete underlying documentation will be kept, the lack of specificity may
cause entities to apply the rule unevenly. It is recommended that the UAE
clarifies the legal requirement in the DIFC to keep underlying documentation
in respect of the non-regulated entities.
269. The authorities advised that in practice underlying documentation
is expected to be kept by non-regulated entities in a consistent manner and
in accordance with international accounting standards. Nevertheless, the
DIFC is currently preparing an amendment to the relevant laws to include
a definition of accounting records which would more clearly specify which
underlying documentation should be kept. This is expected to become effective from 2017 onwards.
Other free zones

270. As noted above, the obligations in the CTL to maintain accounting
information, including underlying documentation, apply to all relevant entities in the free zones (except in financial free zones). However, given the
variation between the CTL and the legislation in most free zones analysed,
further clarification on the interaction between the CTL and the free zone
legislation should be provided.
Conclusion
271. Obligations to keep underlying documentation are included in the
general requirements for relevant entities to keep accounting records, and are
further specified in the CTL (for entities incorporated in the UAE or a free
zone other than the DIFC) and the DFSA Rulebook (for regulated entities in
the DIFC). DIFC is currently preparing an amendment to the relevant laws to
include a definition of accounting records which would more clearly specify
which underlying documentation should be kept. This is expected to become
effective from 2017 onwards. Nevertheless, it is recommended that further
clarification be provided regarding non-regulated entities in the DIFC and
with respect to the interaction between the CTL and free zone legislation.
5-year retention standard (ToRA.2.3)

272. All traders including entities covered under the Commercial
Companies Law are obliged to keep commercial books and the documents
supporting accounting entries for a minimum period of five years commencing from the date the pages of the commercial book are filled up (Art.31
CTL). All correspondence, invoices and other documents (underlying documentation) must be kept for a minimum period of five years from the date of
issue or receipt of such documents (Art.30).
273. Auditors are obliged to maintain the records, files and data of
the companies under audit for a period of no less than five years (Art.33
Auditors Law).
274. Claims against the liquidator of a company may be made for three
years from the registration of liquidation (Art.326(1) CCL). Accordingly,
the liquidator would in practice keep records of the liquidated company
for at least three years from the liquidation so as to defend claims against
him. Further, under the Civil Code, no claim can be made against a legal or
natural person after 15years. Therefore, to defend a claim, it may in practice
be necessary to maintain accounts and documents for 15years. Before July
2015, claims against the liquidator could be made for up to five years under
the CCL. Although during the three-year review period no specific issues
have been encountered with companies which had been liquidated less than
five years prior and the provision in the Civil Code is still valid, it is recommended that the UAE monitors that the change in the CCL from five to three
years does not have an impact on the availability of accounting information
of companies liquidated less than five years ago.
275. Banks are obliged to retain transaction data for a minimum of five
years and account opening data must be kept for five years from the date of
closure of the account (Art.21 Central Bank Regulation 24/2000).
Free zones
DIFC
276. In December 2013, the retention periods for accounting records were
harmonised for DIFC entities. In respect of general and limited partnerships, a retention period of six years was introduced (Art.19(2)(b) DIFC
General Partnership Law and Art.18(2)(b) DIFC Limited Partnership Law).
Failure to comply with this obligation may result in a maximum penalty of
USD2000 (EUR1766) (Schedule2 of the DIFC General Partnership Law
and the DIFC Limited Partnership Law). In addition, the retention period for
accounting records in respect of companies and limited liability partnerships
was changed from ten years to six years (Art.101(2)(b) DIFC Companies Law
and Art.26(3)(b) DIFC Limited Liability Partnership Law). The same penalty
of USD2000 (EUR1766) may be applied in case of non-compliance by
companies or limited liability partnerships (Schedule1 DCL and Schedule2
LLPL).

277. Regulated entities must also keep their accounting records for a period
of six years DFSA Rulebook GEN8.3.3). DFSA-regulated trust service providers must maintain accounting records for each trust for a minimum of six years
(DFSA Rulebook COB3.6.1 and 5.9.1). Enforcement actions, which include
financial penalties, may be applied by the DFSA under Part7 of the DFSA Law
in case of non-compliance with any provision in the DFSA Rulebook.
Other free zones

278. As noted above, the obligations in the CTL to maintain accounting
information, including underlying documentation, for at least 5years apply to
all relevant entities in the free zones. However, given the variation between the
CTL and the legislation in most free zones analysed, further clarification on the
interaction between the CTL and the free zone legislation should be provided.
Conclusion
279. Accounting records must be maintained for at least five years by all
relevant entities in the UAE. Companies, partnerships and trust service providers in the DIFC must maintain accounting records for at least six years.
As noted above, the obligations in the CTL to maintain reliable accounting
information, including the obligation to keep this information for at least five
years, apply to all relevant entities in the free zones (except in financial free
zones). However, given the variation between the CTL and the legislation in
most free zones analysed, further clarification on the interaction between the
CTL and the free zone legislation should be provided.
280. The arrangements in place to ensure the availability of reliable
accounting information for at least five years in practice, are described and
analysed above under A.2.1.
EOI practical experience

281. Of the 323EOI requests received during the three-year review period,
the vast majority included a request for accounting information. Most peers
indicated that accounting information was not received in at least some cases.
The UAEs main EOI partner stated that accounting information was not
received in most cases; although in a few cases some accounting information
was received, but that complete accounting information was not provided in
one single case.
282. The UAE authorities stated that they have exchanged accounting
information in many cases, including with its main EOI partner. This includes,
for example, cases where in response to a request for accounting and financial statements, audited financial statements were provided. In such cases, the
UAE may have considered the EOI request as fulfilled, while it seems that its
main EOI partner expected more information to be exchanged.
283. As explained below under elementsB.1 and C.5 in this report, several
issues have been identified in the way the UAE Competent Authority has processed EOI requests received in the three-year review period. These include,
most importantly, (i) the large number of unprocessed EOI requests from
2012 and 2013, which means that information has not been exchanged at all
yet in these cases, (ii)difficulties in obtaining information for reasons which
were not communicated with the EOI partner, and (iii) not asking certain
specific information to be obtained by the local authorities. The latter may
have had a significant impact on accounting information, as underlying documentation is not directly available with the local authorities, while in most
cases the (audited) financial statements are. It seems likely, therefore, that in
many cases financial statements have been exchanged while the underlying
documentation, where this was also requested, was not exchanged.
284. As described above under elementA.2, some deficiencies have been
identified in the legal framework and its practical implementation domestically, including insufficient monitoring of accounting record keeping
obligations by certain entities. Even though no peers have mentioned that
the UAE had indicated that information could not be exchanged because it
was not available, it is a matter of fact that the UAE has not exchanged such
information in all cases where it was requested and it is not clear that the
information would have been available. It is therefore recommended that the
UAE monitors the availability of accounting information, and in particular
underlying documentation, where this is requested by an EOI partner.
The element is in place, but certain aspects of the legal implementation
Factors underlying
recommendations
Under the federal Commercial
Transactions Law (CTL) entities in
the free zones other than financial
free zones are required to keep
reliable accounting records, including
underlying documentation, for a
period of at least five years. However,
the legislation in most free zones
analysed varies from the CTL.
Recommendation
The UAE should clarify that all
entities in the free zones are required
to keep reliable accounting records,
including underlying documentation,
for a period of at least five years.

Factors underlying
recommendations
Recommendation
The requirements to keep underlying

documentation by DIFC entities other
than entities regulated by the financial
regulator are worded in a general way
and do not go into detail regarding
the type of underlying documentation
to be kept, which could result in an
uneven application of the obligation to
keep underlying documentation.
The UAE should elaborate its

requirements that underlying
documentation must be kept in
respect of all relevant entities and
arrangements in the DIFC.
UAE and free zones legislation

(with the exception of the DIFC) do
not ensure that reliable accounting
records or underlying documentation
are kept for foreign trusts with a
resident administrator or trustee.
The UAE and free zones laws should

expressly provide for keeping of
complete accounting records, including
underlying documentation, for at
least five years for foreign trusts with
resident administrators or trustees.
Phase2 rating
Partially Compliant
Factors underlying
recommendations
Recommendations
There is no regular oversight

with respect to the obligation
on partnerships to keep reliable
accounting records, including
underlying documentation.
The UAE should implement a

system of oversight to ensure that all
partnerships keep reliable accounting
records, including underlying
documentation, in practice.
Even though they are required to

have their accounts audited, without
any regular checks by a free zone or
federal government authority there
is insufficient assurance that reliable
accounting records are kept by
offshore companies in the Jebel Ali
Free Zone. With respect to offshore
companies in the RAK Free Zones,
compliance with accounting record
keeping obligations is not monitored
at all.
The UAE should implement a system

of oversight to ensure that offshore
companies in the Jebel Ali Free
Zone and the RAK Free Zones
keep reliable accounting records,
including underlying documentation,
in practice.
Phase2 rating
Partially Compliant
Factors underlying
recommendations
Recommendations
The UAE has not exchanged

accounting information in all cases
where it was requested and it is not
clear that the information would have
been available.
The UAE should monitor the

availability of accounting information,
and in particular underlying
documentation, where this is
requested by an EOI partner.
A.3 Banking information

Banking information should be available for all account-holders.
285. As mentioned above, the UAE Central Bank is responsible for licensing
and supervision of all financial institutions operating within the UAE, including
its free zones, except those institutions operating from within the financial free
zones. In the DIFC, the DFSA is the licensing and supervisory authority in this
respect. In the UAE all banking information which is in the possession or control of a bank is obtained by the UAEs EOI unit from the UAE Central Bank or
the DIFC (through the DFSA or the DIFC Registrar of Companies). Therefore,
an MOU was signed between the Ministry of Finance and the Central Bank of
the UAE on 11/6/2013 and an MOU was signed between the Ministry of Finance
and the DIFC on 6/3/2013. In order to respond to requests from EOI partners
and to avoid difficulties in obtaining the requested information, the UAEs EOI
unit regularly holds meetings with the UAE Central Bank and DIFC who are
important in terms of the volume of processed requests.
286. As of the December 2015, 56banks (22 locally incorporated, 28
branches of foreign banks, 4 wholesale banks and 2 investment banks) are
registered with the Central Bank of the UAE, as well as 7 Islamic banks.
There are also 32 (25 branches and 7 subsidiaries) banks are registered in
the DIFC, as well as 10 wholly Islamic banks. With respect to relevant obligations, there is no difference in legal obligations and supervision between
conventional and Islamic banks.
Record-keeping requirements (ToRA.3.1)

287. Financial institutions are obliged to identify customers with reference
to reliable documentation such as passports and must retain true copies of the
identity documents produced (Art.3.1 Central Bank Regulation 24/2000).
Opening accounts with assumed names or numbers is expressly prohibited

(Art.4). Where the customer is a legal person; a copy of its governmentissued trade license must be obtained. For a customer which is a publicly
listed company, the institution must keep a record of the names and addresses
of shareholders who own an aggregate of 5% or more of the shares of the
company. This regulation further provides that, where the customer is a partnership, the names and addresses of all partners must be obtained. Central
Bank Regulation 24/2000 is supported by Central Bank Circular 14/93, which
provides that when identifying customers, financial institutions must obtain
account holders full names, addresses, and places of employment.
288. Financial institutions are required to maintain adequate accounting records and statements (Art.6 Central Bank Law). Branches of foreign
institutions are subject to similar requirements. Further, institutions must to
be able to reconstruct the individual transactions undertaken, at the request
of the relevant authorities (Art.18.1 Central Bank Regulation 24/2000). It is
important that a database is available and all transactions are individualised
and booked in the customers account. Further, all transfers of funds must
pass through an account, be registered against that account and appear on the
account statement (Art.14).
289. Obligations to maintain full transaction records are further detailed
in Central Bank Regulation 24/2000, which provides that financial institutions must keep information on the volume of funds flowing through each
account, the origin of funds, the form of funds deposited (e.g.cheque or
cash), the identity of the person making the transaction and the destination of
the funds (Art.19). Transaction records must be retained for five years and
account opening data is required to be maintained for five years from the date
of closure of the account (Art.21). Banks must also maintain correspondence,
statements and contract notes on transactions and should be able to respond
to the relevant authoritys requests in a timely manner (Art.18.2).
290. The UAE and the DIFC allow Islamic finance business subject to
licensing. This business is carried out as per Sharia law and supervised by
Sharia Board appointed by the licensed institutions. The provisions of AML
laws concerning customer due diligence apply equally to Islamic banking.
291. Any violation by a financial institution of the provisions of the
Central Bank Law or of any regulations, circulars or instructions issued in
accordance with that law is punishable by (Art.112 Central Bank Law):

warning;
reduction or suspension of the credit facilities it is licensed to provide;
prohibition from carrying out certain operations or imposition of

restrictions on its operations; or
de-registration (see also Art.88).
292. With respect to financial institutions in the DIFC, detailed rules on

customer and transaction record keeping requirements can be found in the
AML Rules and the Conduct of Business Rules issued by the DFSA. These
rules ensure that full account information, including information on customers and transactions, is kept.
Availability of banking information in practice

293. Banks and financial institutions supervised by the Central Bank
of the UAE are monitored for compliance by the Banking Supervision
Department (BSD) of the Central Bank of the UAE, which comprises approximately 130 staff. As mentioned above, banks and other financial institutions
operating in the DIFC are supervised by the DFSA. It may be mentioned as
a general observation that the UAE is considered to be largely compliant at a
minimum with the recommendations on customer due diligence and record
keeping of the Financial Action Task Force (see 7thFollow-Up Report for
the United Arab Emirates as published by the Middle East and North Africa
Financial Action Task Force).
294. The BSD has put in place a supervisory mechanism that covers all
regulatory aspects, including compliance with AML obligations under the
law and Regulation 24/2000. An examination plan is prepared annually and
includes at least one full-fledged on-site inspection of each bank. Thematic
inspections may also take place. In preparing the annual examination plan,
consideration is given to findings during previous inspections, reporting by
financial institutions (such as suspicious transaction reports) and any other
available intelligence.
295. The full-fledged inspections are carried out by a team of 4-6people,
which may be on site for up to two weeks. They will examine 12main areas,
two of which are related to AML obligations such as keeping records of customer due diligence and transactions. The examination team takes samples
of customer files, which are selected on a risk basis, to verify whether sufficient identity, transactional and other relevant information is being kept. An
examination report is drawn up by the BSD after the on-site, and any shortcomings must be addressed by the bank and actions must be reported within
two months. This report is then reviewed by the BSD. Where shortcomings
remain, enforcement actions may be taken.
296. The Central Bank reported that it operates a zero tolerance policy
with respect to non-compliance with AML obligations. This has resulted in
high compliance. With respect to deficiencies identified in the initial examination report, appropriate actions are generally taken by the banks within the
two months given. The last enforcement action in respect of a bank in this
regard was in 2006, when the Central Bank imposed a financial penalty on

a branch of a foreign bank for non-compliance with AML regulations. Also,
the Central Bank of the UAE revoked a license of an exchange house in 2013
for non-compliance with AML regulations.
297. As mentioned under elementA.1.6, the DFSA conducts on-site risk
assessments on service providers. With respect to banks, the assessment cycle
is annual, and some banks may receive more than one assessment in a year,
for example if they are selected for a thematic assessment or if their previous
assessment gave rise to serious issues. It should be noted that in 2015 only
about half of the banks received an on-site risk assessment, as the DFSA was
in the process of revising its strategy based on the newly introduced AML
Returns. However, in the years 2012-14, all banks were subject to an on-site
risk assessment. The DFSA reports that this will be the case again for 2016
and subsequent years.
298. The assessment is finalised with a post-inspection report with recommendations for actions to be taken within a specific time. The DFSA has a
zero tolerance policy in respect of the AML risk areas, which has resulted in
the fact that compliance has been found very high and very few enforcement
actions needed to be taken in this regard. More generally, most enforcement
actions taken in recent years (see for the numbers under elementA.1.6) do not
relate to banks. One exception is the imposition of a fine of USD10.5million
(reduced to USD8.4million for early settlement) on a bank in 2015 which
partly related to a breach of AML rules.
299. In the three-year review period, banking information was requested
in approximately 25% of the cases (approximately 75cases). Almost all of
these related to banks in the federal UAE so not in the DIFC. The UAE
authorities report that information has been exchanged in all cases that were
processed. No issues regarding availability were encountered, apart from a
few cases where no accounts were found under the name indicated in the EOI
request.
300. Most peers reported that bank information has been received.
Although the UAEs main EOI partner indicated that bank information was
not received in most cases where this was requested, this does not seem to be
related to issues of availability. Rather, this can be attributed to the fact that
there are many cases that have not yet been processed (see elementC.5) and
issues around the practical application of access powers (see elementB.1).
The Central Bank reports that up to December 2015, records of 153 account
holders have been provided to the UAE Competent Authority in relation to
EOI requests.

The element is in place.
Phase2 rating
Compliant
Compliance with the Standards: Access to information 91
B. Access to information
Overview
301. A variety of information may be needed in respect of the administration and enforcement of the relevant tax laws and jurisdictions should have
the authority to access all such information. This includes information held
by banks and other financial institutions as well as information concerning
the ownership of companies or the identity of interest holders in other persons
or entities, such as partnerships and trusts, as well as accounting information
in respect of all such entities. This section of the report examines whether
UAEs legal and regulatory framework gives the authorities access powers
that cover the right types of persons and information and whether rights and
safeguards that are in place would be compatible with effective exchange of
information. It also assesses the effectiveness of this framework in practice.
302. The UAE Ministry of Finance acts as the competent authority for tax
information exchange, but reliance is placed on other authorities to provide
and, if necessary, collect the information. Before May 2012, the UAE authorities based their domestic powers to obtain information for EOI purposes on
the Ministerial Council for Services Circular 454/2010. However, this Circular
only contains very general wording and did not clearly establish such powers.
303. The issuance of Council of Ministers Resolution No.17 of 2012
means that these other authorities are now required to cooperate with the
Ministry of Finance. However, the process and procedures for the other government authorities to provide information for EOI purposes to the Ministry
of Finance when requested to do so is not specified in respect of the authorities with which the Ministry of Finance has not concluded an MoU. MoUs are
in place between the Ministry of Finance and most other relevant authorities,
but not directly with the Departments of Economic Development of the different Emirates, which would be requested to collect information from and
in respect of many UAE entities. In addition, access powers in the Fujairah
Free Zone have not been identified. It is therefore recommended that the UAE
further clarifies its legal and regulatory framework in this respect.
92 Compliance with the Standards: Access to information

304. In practice, in a significant number of EOI requests received during
the three-year review period not all of the information was obtained. This
was partly because a number of EOI requests have not been processed at all,
as described under elementC.5. In addition, information may not have been
obtained because it would not have been obtainable in the normal course of
administration in the UAE (see also elementC.1). In many cases, only partial
information was obtained. This raises questions about the process of obtaining information through local authorities, which are not used to dealing with
EOI requests for tax purposes and have little or no expertise in this area. It
may therefore be very difficult for them to determine which information
and documents are meant to be obtained, and the use of templates may have
contributed to the confusion. Although the UAE has already taken steps to
improve the situation, this is still work in progress. The UAE should ensure
that the collaboration with the local authorities does not impede effective
EOI, and in particular that its Competent Authority includes all relevant
details in its request to a local authority to obtain information for EOI purposes (without compromising confidentiality), so all requested information
can be obtained. In addition, the UAE should monitor that its access and
compulsory powers are effective in all cases where information should be
obtained under the relevant tax information agreement.
305. A specific issue has arisen regarding the identification of entities
registered in one of the free zones. All free zones keep a separate register
and there may be entities with the same name in different free zones, which
means that if information is requested regarding a free zones entity where
the requesting jurisdiction only provides the name as identifying information, the UAE Competent Authority does not know which free zone to
approach. This has led to delays in obtaining information, as the UAE had
to request further identifying information from the requesting jurisdiction.
It is the responsibility of the jurisdiction where the entity is incorporated to
ensure that information can be accessed by its Competent Authority. In the
current set-up, in which the information is not kept in a centralised manner,
the amount of specificity necessary for the Competent Authority to access
information that relates to free zone entities forms an impediment to effective
EOI in some cases. It is recommended that the UAE ensures that information
is accessible to its Competent Authority in all cases where the name of the
company has been clearly identified by the requesting jurisdiction.
306. In respect of bank information, the Council of Ministers Resolution
No.17 of 2012 does provide sufficient basis to lift the confidentiality of
bank information for EOI purposes. Such disclosure is allowed where this is
required by law, and the Resolution is part of the UAE law. Clear guidance on
the extent of cooperation under the Resolution with the two authorities which
may have to collect information from banks, the Central Bank and the DIFC,
is provided in the MoUs concluded with the Ministry of Finance. Together the
Central Bank and the DIFC (through its regulatory body for banks) can obtain
information from all banks in the UAE, including all free zones.
307. The UAE has no domestic tax interest requirement with respect to
its information gathering for the purposes of international exchange of information pursuant to its international agreements. The scope of professional
privilege for lawyers who are asked to produce information by the DIFC
authorities is in accordance with the international standard, however the
scope of professional privilege appears to extend beyond that provided for in
the international standard where a lawyer is asked to produce information for
EOI purposes by another authority.
308. Application of rights and safeguards (e.g.notification, appeal rights) in
the UAE does not unduly prevent or delay effective exchange of information.
B.1 Competent Authoritys ability to obtain and provide information

Competent authorities should have the power to obtain and provide information that is the
subject of a request under an exchange of information arrangement from any person within
their territorial jurisdiction who is in possession or control of such information (irrespective
of any legal obligation on such person to maintain the secrecy of the information).
Bank, ownership, and identity information (ToRB.1.1) and

accounting records (ToRB.1.2)
309. The Department of International Financial Relations of the Ministry
of Finance is the competent authority for the international exchange of information for tax purposes pursuant to double taxation conventions (DTCs)
signed by the UAE (Ministerial Decree 196/03/1989). In addition, the
Ministerial Council for Services Circular 454/2010, under which approval
is granted to the Ministry of Finance to follow up the implementation of the
G20 resolutions with respect to exchange of information for tax purposes, is
regarded as authorising the UAE to enter into TIEAs with relevant partners.
310. Before May 2012, the UAE authorities also based their domestic
powers to obtain information for EOI purposes on the Ministerial Council
for Services Circular 454/2010. However, this Circular only contains very
general wording and did not clearly establish such powers. On 15May 2012,
Council of Ministers Resolution No.17 of 2012 (the Resolution) was issued
containing the following provisions:
Article1
The Ministry of Finance is authorised to collect and exchange
information and data on natural persons and legal entities
licensed to operate in the UAE, including the free zones, in

implementation of the obligations of the State provided for in
international tax agreements.
Article2
The Ministry of Finance, when exercising the powers conferred
upon it under Article1 of this resolution, shall coordinate with
federal and local authorities concerned in all matters relating to
specifying the type and nature of the information and data to be
collected and a mechanism to provide it, and these authorities
shall cooperate with the Ministry of Finance in implementing the
provisions of this decision.
311. The Council of Ministers has the power to supervise the implementation of international agreements (Art.60(7) of the Constitution) and on
this basis has issued this Resolution which is then binding on all authorities
within the UAE. The Resolution clearly provides the Ministry of Finance
with the power to collect and exchange information on all persons in the
UAE, including the free zones, in implementation of international tax
agreements. The term international tax agreements is not defined in the
Resolution, but is broad enough to cover both Double Tax Conventions and
TIEAs. The UAE authorities confirmed that the Resolution covers all international agreements providing for the exchange of information for tax purposes.
In addition, the definition of the term international tax agreement in the
MoUs concluded between the Ministry of Finance and other relevant authorities (see below), includes any agreement which the UAE has entered into
with another jurisdiction for the exchange of information for tax purposes.
312. In respect of the manner in which the access powers should be
used, Article2 of the Resolution provides that the Ministry of Finance shall
coordinate with the relevant federal and local authorities, and that these
authorities are required to cooperate with the Ministry of Finance when it
exercises its powers. In respect of the (non-financial) free zones, the requirement to cooperate finds its basis in Article125 of the Constitution, which
directs the governments of the Emirates (which are responsible for these
free zones) to implement federal laws and international agreements under
the supervision of the federal authorities, in this case the UAE Ministry of
Finance.
313. It is noted that the extent of cooperation by other authorities is not
fully elaborated in the Resolution, as the provision does not specify that the
federal and local authorities are allowed or obliged to use their access powers
for EOI purposes. Nevertheless, the Resolution provides a mandatory legal
basis for all federal and local authorities to cooperate with the Ministry of
Finance in implementing the provisions of international tax agreements, and
the UAE authorities interpret and apply the provision as requiring any federal
or local authority, including any free zone, to use their own access powers for
the collection of information from persons within their jurisdiction, if information is requested by the Ministry of Finance pursuant to an EOI request.
314. This interpretation is supported by a number of Memoranda of
Understanding (MoUs) concluded between the Ministry of Finance and
relevant federal and local authorities. In these MoUs, the other authorities
commit to provide any information from within their jurisdiction at the
request of the Ministry of Finance pursuant to an EOI request. MoUs have
so far been concluded with the Fujairah Free Zone Authority, the DIFC, the
Jebel Ali Free Zone Authority, the RAK Free Trade Zone Authority, the
RAKIA Free Zone Authority, the Dubai Multi Commodities Centre Free
Zone Authority, the Umm Al Quwain Free Zone Authority and the Central
Bank. The Ministry of Finance is currently working with other authorities
to conclude similar MoUs, in particular with the largest Departments of
Economic Development.
315. Through the different authorities, the Ministry of Finance should be
able to obtain different types of information which could be requested by an
EOI partner. Information in respect of entities established in one of the free
zones will be collected by the authority of the respective free zone. Regarding
information in respect of other companies established in the UAE or having
their main office in the UAE, as well as in respect of partnerships, reliance
is placed on the Ministry of Economy. Information in respect of individuals
will be obtained through the Ministry of Interior or the Ministry of Justice,
depending on the type of information. Information from banks will be collected by the Central Bank, or the DFSA where it relates to a bank in the
DIFC. If any information is not available through one of these authorities,
other authorities may also be requested by the Ministry of Finance to collect
information, for example the Ministry of Justice if information is needed
from a lawyer acting as a trustee of a foreign trust. Finally, the Ministry of
Finance may directly request a person to provide them with information,
although is not envisaged that this will occur in many instances.
Information gathering powers of UAEs authorities

316. The various information gathering powers at the disposal of the
UAEs different authorities are described below.
Bank information the Central Bank

317. The UAE Central Bank is the financial sector licensing and regulatory authority and is responsible for implementation of and supervision under
the AML and CFT laws. The Central Bank may issue to commercial banks
such instructions and recommendations that it deems appropriate to the

attainment of its monetary or credit policies and it may take any measures to
ensure sound functioning of the banking system (Art.94 Central Bank Law).
The Central Bank may delegate one or more inspectors to ascertain the financial position of a particular bank and its adherence to applicable laws and
regulations in the conduct of its business (Art.100). Commercial banks must
allow the inspectors to examine all books, accounts, documents, and papers
bearing on his task and must provide him with any information requested on
time (Art.100(2)).
318. The Central Bank Law contains provisions on accounts and statements.
Article105 states:

the commercial banks shall provide the Bank with statements,

information, statistical data and other documents which are deemed
necessary for the performance of its tasks;
the bank may set rules for the compilation of bank credit statistics on
a periodical basis; and
the bank shall specify the nature of these data, statements and information as well as the forms on which they are supplied and the dates
by which they are to be submitted. Commercial banks shall submit
the above to the Bank in accordance with the latters instruction.
319. All information submitted to the Central Bank is treated as confidential except for statistical data that may be published on an aggregate basis
(Art.106). The Financial Information Unit (FIU), within the Central Bank,
deals with money laundering and suspicious transactions (Art.7 AML Law).
The FIU is authorised to conduct investigations of cases reported to it and
provide information to law enforcement agencies to facilitate their investigations (Art.7). With respect to credit information, Federal Law 6/2010
provides that the Central Bank has direct access to the databases of credit
information companies (Art.13).
320. Article11 of the AML law requires that agencies concerned with the
licensing and supervision of financial institutions or other financial, commercial, and economic establishments are required to establish appropriate
mechanisms to ensure compliance of those institutions with anti-money
laundering rules and regulations in the State, including reporting suspicious
cases upon detection thereof.
Information gathering powers of the Ministry of Economy, Attorney

General, Securities, Commodities Authority and Insurance Authority
321. The UAE Ministry of Economy is the ultimate federal regulatory
body charged with regulating and overseeing the commercial sector of the
UAE in accordance with the CCL, however ownership information and
accounting records of entities operating in the different Emirates are retained

by the respective Department of Economic Development of each Emirate.
The UAE Ministry of Economy continues to retain jurisdiction over the
regulation and governance of private joint stock companies and the Securities
and Commodities Authority is granted jurisdiction over the regulation and
governance of public joint stock companies.
322. Law 13/2011 of Dubai, where the vast majority of entities are located,
contains powers for the Dubai Department of Economic Development. For
example, Article19(6) requires all entities falling under its responsibility
to provide the Department with any information, data or statistics it may
require. Not doing so may result in a fine between AED100 (EUR24) and
AED100000 (EUR24000) (Article29). The authorities indicated that similar laws exist with respect to the powers of the Departments of Economic
Development in the other Emirates. Pursuant to the Counter-Financing of
Terrorism Law (CFT Law), the Attorney General can obtain any data or
information regarding the accounts, deposits, trusts, locks, transfers or property movements based on the suspicion of involvement with financing or
committing a terrorism offence (Art.30). The Attorney General can obtain
the data and information from the Central Bank or the financial and commercial establishments directly in this regard.
323. The Securities and Commodities Authority (SCA) Board is empowered to compel any person, natural or legal, having a connection with
activities in the securities market to submit any information related to his
activities (Art.33 SCA Law).
324. Insurance and re-insurance business can be conducted by a public
joint stock company established in the UAE, a branch of a foreign insurance company or by an insurance agent. They are subject to licensing by
the Insurance Authority. The Insurance Authority is empowered to verify
the companys transactions, records, or documents for carrying out its duty
(Art.36 Federal Law 6/2007 on Establishment of the Insurance Authority and
Organisation of the Insurance Operations).
325. The Ministry of Economy, the Attorney General, the Securities and
Commodities Authority and the Insurance Authority are empowered to collect information from their regulated entities for purposes of their supervision
and monitoring.
Information gathering powers of DIFC authorities

326. The DIFC Authority (DIFCA) is responsible for the administration
of laws and regulations for non-financial services activities, which are not
regulated by the Dubai Financial Services Authority. The DIFCAs Registrar
of Companies (ROC) is responsible for administering laws and regulations

concerning various types of entities discussed in PartA of the report (Art.8
DIFC Companies Law). The Registrar may appoint one or more inspectors
to investigate the affairs of the company if he considers it necessary or desirable in pursuit of his objectives (Art.124). The inspectors may require the
production of any books and records. The inspectors need to submit a report
to the Registrar at the conclusion of their investigations. The Registrar may
also issue an order to any person or entity registered in the DIFC to produce
any information or document and such persons must comply with the order
(Art.159).
327. The use of access powers for EOI purposes by the DIFC authorities
is specifically addressed by amendments to the DIFC Companies Law in
December 2013. Article126A was introduced to provide the Registrar with
the power to require by written notice any person registered under legislation administered by the Registrar, to give or produce specified information
and documents as required by the Registrar in the performance of its powers
and functions. In addition, Article8(3) of the DIFC Companies Law now
specifically requires the Registrar to assist the UAE in complying with
its obligations under any international agreement to which the UAE is a
party through the exercise of its powers and functions. This means that the
Registrar can use its own access powers for EOI purposes if requested by the
Ministry of Finance. Article127(A) has also been introduced, which gives the
ROC the right to require any person incorporated or registered in the DIFC
(including any director, officer, partner, employee or agent of such person, by
written notice, to: (a)give, or procure the giving of, such specified information; or (b)produce, or procure the production of, such specified document(s)
as the ROC may consider necessary or desirable in the performance of its
powers and functions under the DIFC Companies Law and such person shall
comply with such request.
328. The Registrar is responsible for administering the legislation for all
types of entities, but not for trusts. Trusts can be created in the DIFC and the
Dubai Financial Services Authority (DFSA) is responsible for their supervision. Under Article73 of the DIFC Regulatory Law the DFSA may require
any trust service provider to give or produce specified information and documents as required by the DFSA as considered necessary to meet the DFSAs
objectives. Article39 DIFC Regulatory Law then authorises the DFSA to
use its powers if so requested by the Registrar. Any EOI request relating to
information on trusts administered in the DIFC could therefore be obtained
through the DFSA as requested by the Registrar, which in turn would be
requested by the Ministry of Finance to provide such information.
329. More generally, the DFSA is responsible for administration of laws
and regulations for financial services activities. The DFSA has comprehensive statutory powers to undertake its authorisation, supervision and
enforcement functions and can obtain information from a person within the
DIFC in connection with its licensing and supervision functions, including
the (Part5 DIFC Law 1/2004):

power to obtain information and documents from authorised firms

(Art.73);
power to enter business premises of a person during the course of an

investigation for the purpose of inspecting and copying information
or documents (Art.80(1)(a));
power to require a person to give or procure the giving of information

(Art.80(1)(b));
power to require a person to produce or procure the production of

specified documents relevant to an investigation (Art.80(1)(c));
power to require a person to attend a compulsory interview or

produce oral evidence relevant to an investigation it is conducting
(Art.80(1)(d)); and
Article80(10)(e) requires a person to give the DFSA any assistance in

relation to an investigation which the person is able to give.
330. The DFSA has specific statutory authority to exercise its powers at
the request, and on behalf, of all civil authorities and enforcement authorities
in the UAE or elsewhere. The DFSA may exercise its powers for the purpose
of assisting such authorities in the conduct of their regulatory functions.
DFSA can also obtain information from third party suppliers, including
intermediaries and companies that have accepted outsourced functions for
regulated entities (Art.39 DFSA Law).
Information gathering powers of the free zone authorities

331. The free zone authorities are likely themselves to have complete
ownership information on the entities established in the free zones (see
PartA of this report). Accounting information, other than annual reports
are not required to be filed with the free zone authorities and would in all
instances need to be accessed from the entities themselves.
332. The free zone authorities have powers to supervise and inspect
entities operating within the free zones. For example, Jebel Ali Free Zone
Authority Implementing Regulation 1/92 provides that entities wishing to
operate in the zone must first obtain permission from the free zone authority (Art.5); the authority may appoint inspectors to investigate the affairs of
any free zone establishment (Art.60); and inspectors have all powers vested

in them by the free zone authority (Art.60), which will include powers to
request information for EOI purposes where needed.
333. Identical provisions can be found in the Dubai Airport Free Zone
Authority Regulation 1/2000 (Arts.61 to 64). The RAK Implementing
Regulation 1/2000 provides the Free Zone Authority with powers to call
for documents and to inspect entities operating within the RAK Free Zone
(Art.20). Similarly Articles105 to 107 of the RAK International Companies
Regulations 2006 provides the Free Zone Authority powers to call for documents and for inspection on the affairs of an International Company.
334. However, Fujairah Law 1/2004 does not indicate the access powers
available to the authority in this free zone, although in practice compliance
with requests from the free zone authority is very high (see also below).
Where information must be obtained from entities in the Fujairah Free Zone,
the Ministry of Finance could alternatively use the power of the Resolution
to directly request the information from the entity, however there are no compulsory powers that can be applied in the case of non-compliance. It would
also be outside of the intended framework, which is to request the Fujairah
Free Zone Authority to collect the information under the MoU that has been
concluded. The authorities have indicated that explicit access powers for the
Fujairah Free Zone Authority will be introduced shortly.
335. Companies established in the free zones must have a registered office
in the free zone/UAE, which can be the office address of the companys registered agent. Where the registered agent is a lawyer, s/he is protected under
federal laws from disclosing information due to legal professional privilege
(see further below).
Information from auditors

336. All auditors practicing within the UAE must register with the
Ministry of Economy (Federal Law 22/1995 Auditors Law). Auditors are
obliged to keep records, files, and data related to the clients for a period of at
least five years from the end of the last fiscal year during which the audit was
done (Art.33). Article34 provides that, whenever necessary and whenever
public interest so requires, the auditor must submit to the competent official
authorities any information required by such authorities regarding the companies and institutions audited or being audited by them, after the competent
official authority has obtained permit from the competent judicial authority.
337. All public joint stock companies and private joint stock companies
need to appoint one or more auditors (Art.144 CCL). Similar obligations apply
to limited liability companies and partnerships limited by shares (Arts.253
and 270). Commercial banks must appoint a qualified auditor (Art.103
Central Bank Law) and all finance companies must appoint a statutory auditor
acceptable to the Central Bank (Central Bank Board of Directors Resolution

58/3/96). Financial and monetary intermediaries are subject to similar obligations (Central Bank Resolutions 126/5/95 and 153/5/97). Investment companies
must maintain accounting records for each client and also appoint an auditor
(Art.2.4 Central Bank Resolution 164/8/94).
Conclusion
338. The Central Bank, the DIFC and other free zones as well as other
relevant authorities, have access powers to fulfil their supervisory or regulatory functions. The Resolution issued in May 2012 introduced an obligation
for relevant federal and local authorities to cooperate with the UAE competent authority, and has provided a legal basis for mandating these authorities
to use their own access powers to collect information for EOI purposes if
requested by the Ministry of Finance. MoUs concluded between the Ministry
of Finance and some of these authorities further strengthen the legal and
regulatory framework in this context, and within the DIFC specific legal provisions have been put in place in December 2013 arranging for access powers
which can be used for EOI purposes.
339. The language of the Resolution provides a general architecture for
cooperation without specifying in detail the process and procedures for the
other government authorities to provide information for EOI purposes to the
Ministry of Finance. MoUs clarifying such process and procedures have, to
date, been concluded between the Ministry of Finance and the most important
free zones as well as with the Central Bank. However, no such MoUs have
been concluded directly with the Departments of Economic Development in
the different Emirates, which would be requested to collect information from
and in respect of many UAE entities. In addition, general access powers in
the Fujairah Free Zone have not been identified. It is therefore recommended
that the UAE specifies the process and procedures by which the most relevant
government authorities (which should include the Ministry of Economy or the
Departments of Economic Development in the Emirates where most entities
are registered) are required to provide information for EOI purposes to the
Ministry of Finance when requested to do so and clarify that access powers
are available in all instances.
Gathering information in practice

340. While the EOI unit has the power to contact persons directly and
compel the production of information, the practice of the EOI unit is to assign
a request to the specific UAE Authority which has, or has more direct access
to, the information. As per Article2 of the Resolution, in order to carry out

its role for information requests provided under DTCs, the EOI Unit requests
information from the following UAE Local Authorities:
Central Bank of UAE
Banking data
Economic Development Department from all seven(7)

Emirates: Abu Dhabi, Dubai, Sharjah, RAK, Ajman, Um
Al Quwain, Fujairah
Trade License, Ownership, Financial/Accounting Records
Free Zone Authorities from all Emirates
Dubai International Financial Center (DIFC) (through the Trade License, Ownership, Financial/Accounting Records
Dubai Financial Services Authority (DFSA) and DIFC
Registrar of Companies)
Land Department for all seven (7) Emirates
Real Estate
Emirates Identity Authority (EID)
Civil Registry
Ministry of Economy
General Directorate of Residency and Foreigners Affairs Visa, permits

Or any other federal or local authority as per the nature
of the request and UAE laws.
As per request
341. The Ministry of Finance has signed a specific EOI Memorandum of

Understanding with UAE Authorities. Each UAE Authority has dedicated a
contact Officer for the EOI purposes.
342. After the EOI Unit receives a request and it is registered, the EOI
Expert assigns the request to the appropriate local authority or authorities
based on the type of information required. The EOI unit has developed a
predefined template for each UAE local authority and the request is approved
by the Head of EOI and sent electronically. The local authority has thirty (30)
days to respond to the EOI Unit.
343. Approximately 90 per cent of requests are for more than one type
of information and so information is sought from multiple authorities. The
EOI unit has template request forms for each local authority for this purpose,
which detail the information required and state that it is being sought for the
purposes of federal law. Local authorities are given thirty (30) days to provide a response to the EOI Unit.
344. The UAE EOI unit collaborates closely with the local authorities and
regular meetings are held with the authorities providing the largest amount
of information, including the UAE Central Bank, the Dubai Economic
Development Department and the DIFC.
Obtaining information from Local Authorities and Free Zones

345. The UAE EOI unit receives on average 100 or more requests per year
with an increasing forecast trend due to the new DTC agreements that are
coming into effect and more requests from other treaty partners. Depending
on the nature of the request, the EOI Unit obtains detailed information from
the UAE Local Authorities (e.g.Central Bank, local Emirates Departments of
Economic Development, Free Zone Authorities, local Emirates Departments
of Land, Ministry of Labour, Economy, Immigration, etc.). The Ministry of
Finance has signed a specific EOI Memorandum of Understanding with a
number of the local authorities. Many authorities have a dedicated contact
officer for EOI purposes.
346. For requests to local authorities the request letter is never attached,
but rather the template is used. The EOI Unit is currently using an excel sheet
to manage the requests sent and monitor the timeliness of responses on a
weekly basis. Where there is a delay a reminder is sent. The local authority
might explain that it is a complex case and it needs more time. Contact is
generally by email, but could also be by phone where appropriate.
347. As mentioned above under A.1 and A.2, peers have indicated that
they only received partial information in many cases, in particular with
respect to accounting information. This raises questions with respect to the
effectiveness of the process of obtaining information through local authorities, which are not used to dealing with EOI requests for tax purposes and
have little or no expertise in this area. It may therefore be very difficult
for them to determine which information and documents are meant to be
obtained. Clear and detailed communication between the EOI Unit and the
local authorities is therefore essential.
348. The EOI Unit uses predefined templates in requesting information
from local authorities. In particular with respect to accounting information,
the template only refers to the balance sheet, profit and loss statements for
the COMPANY for the following years. Whenever more specific information is requested, such as underlying documentation or information on
identified transactions, this needs to be requested outside of the template.
Considering the peer input, it is likely that this has not always been done
during the three-year review period, resulting in obtaining only part of the
requested information.
349. The UAE authorities recognised that certain challenges have
been identified in relation to the nature and description of the information
requested from the local authorities, particularly in relation to accounting
information and underlying documents. Efforts are underway to provide
clear guidance to the local authorities on the nature and description of this
documentation to aid in expediting the collection and transmission of this

information for EOI purposes. These include ongoing dialogue and training,
mostly by the Ministry of Finance (EOI Unit), where appropriate.
350. As a result of these challenges, not all of the information has been
immediately obtained from the local authorities by the Competent Authority
in many cases. The UAE authorities indicated that in these cases the (partial)
information that was collected, was sent to the requesting jurisdiction. In
addition, the UAE would undertake to collect the remaining information.
However, the status of the EOI request was often not communicated by the
UAE Competent Authority to the requesting jurisdiction (see elementC.5 for
further analysis).
351. It is recommended that the UAE ensures that the collaboration with
the local authorities does not impede effective EOI, and in particular that
its Competent Authority includes all relevant details in its request to a local
authority to obtain information for EOI purposes (without compromising
confidentiality), so all requested information can be obtained.
352. The following sections describe the organisation and processes
within certain local authorities and Free Zones for liaising with the UAE EOI
Unit in responding to requests for information.
Ministry of Economy/Departments of Economic Development

353. Under the current framework, requests for information from UAE
entities which are not under the authority of a free zone, are directed to the
Ministry of Economy which in turn addresses these requests to the relevant
Department of Economic Development. The UAE has recognised that this
has not proven to be the most efficient mechanism to ensure the timely transmission of requested information. In order to better address this challenge,
the Ministry of Finance is in the process of executing MOUs directly with
the respective Departments of Economic Development of each Emirate. In
addition, efforts are being made to train their staff in relation to the UAEs
obligations under international agreements which include tax information
exchange entered into by the UAE.
354. The Dubai Department of Economic Development (Dubai DED) is
one of the more important authorities given the size of the Dubai economy
and the fact that it is the source of all information on LLCs.
355. The Dubai DED is in the process of setting up a dedicated resource
to deal with requests. Currently, requests are dealt with on a case-by-case
and ad hoc basis. However, they are directed to the CEOs of the Business
Registration and Licensing Department and the Legal Department.
356. The Dubai DED receives a number of requests from the EOI Unit
and this has increased over the past years. In 2013, DED received 13requests;
36requests in 2014 and 42requests in 2015.
357. The Dubai DED reports that requests for ownership information are
quite routine. The CEO of the Legal Department does an initial review to
ascertain the nature of the request and to determine whether the information in within the Dubai DED or if it must be accessed from another person,
which may be another local authority or a private person.
358. A significant amount of information is held by the Dubai DED.
Registration and filing information is on the public website. In addition, changes
to ownership must be made by board resolution and notified to the DED.
Companies must also provide audited financial statements on an annual basis.
359. Where the information must be sought from a private person then
the first step is a phone call explaining the request followed by a letter stating that the person is being inspected and the nature of the information that
is needed.
360. One issue that has posed difficulty is obtaining information when
the retention period for the type of information sought has expired (which is
5years for ownership and accounting information). In these cases the information is requested, and if it is still available with the information holder then
it would be obtained. However, if it is not available then there is no recourse.
The UAE authorities indicated that, for requests received during the threeyear review period, information older than five years has been obtained in
several cases.
Dubai International Finance Center

361. The Dubai International Finance Center Authority (DIFCA) has
oversight of all activities in the DIFC. In this capacity, the DIFCA processes
requests for information from the UAE EOI unit. During the review period
the DIFCA received ten requests for information, mostly for accounting and
ownership information. For information on companies the request for information is sent by the Registrar of Companies (ROC) and the reply sent to the
DIFC. The timelines for the ROC to send its request for information and the
response to the DIFC is very quick (less than a week at both stages) and the
response to the EOI unit forwarded generally the same day.
362. With respect to obtaining information in respect of companies in
the DIFC, any order by the Registrar of Companies under article127A of
the DIFC Companies Law (Power to Obtain Information) can be enforced
by court order if necessary and fines may also be imposed. If the entity concerned is regulated, then the assistance of the DFSA can be enlisted.
Jebel Ali Free Zone

363. Companies formed in the Jebel Ali Free Zone (JAFZ) are under
the supervision of the Jebel Ali Free Zone Authority (JAFZA). Companies
formed in the JAFZ may be on-shore or off-shore and there is no restriction
on non-UAE ownership. As noted in sectionA.1, all companies must register
and the register is public and can be consulted on-line.
364. The JAFZA has received 32requests from the EOI Unit in the review
period. These were sent directly to the Registrar of Companies. The Registrar is
empowered to ask for information at any time with sanctions for non-compliance.
These requests have mainly been for accounting and ownership information. The
JAFZA does not indicate that there have been any issues in obtaining the information to respond to these requests. However, the UAEs partners have noted that
the information received in these cases was unsatisfactory.
Fujairah FZA
365. Requests from Ministry of Finance are transmitted to the office of
the Director General (CEO), but the business development officer government
point of contact that processes the requests on a day-to-day basis. During
the review period the Fujairah FZA has only had a couple of requests from
Ministry of Finance, but has also had a number of requests from the Ministries
of Justice and Immigration. The Fujairah FZA is establishing MOUs with each
Ministry in order to further facilitate cooperation with these authorities.
366. The Authority maintains all information related to the companys payments towards their registration, utilities and all related services in its books
through the Accounts Department. All companies are required to pay for their
registration, renewal, amendments, and all related business matters to the
Accounts Department of the Fujairah Free Zone Authority where it is kept.
367. On the other hand, Fujairah Free Zone Authority reports that it has no
direct access to the companys financial books. The Fujairah FZA reports that
there have been no issues with respect to accessing information, as persons
within its jurisdiction do in practice provide information to the authority upon
request despite the lack of a formal access power in the local legislation. This
may be attributed by the underlying compulsory power which is of a practical
nature, namely the power that the FZA holds over the issuance of licences,
leases, visas, customs certificates. The FZA has not had to use any compulsory
measures to obtain information as information holders have been cooperative.
Dubai Airport Free Zone

368. The Dubai Airport Free Zone Authority (DAFZA) has processed
8requests from the Ministry of Finance and has been able to respond based
on information already within its possession. The DAFZA has a staff of

220employees that frequently deal directly with persons operating in the free
zone and often on a daily basis. The DAFZA does not report having any difficulty securing cooperation from businesses in the free zone generally. The
DAFZAs compulsory powers are both legislative and stem from its practical
authority over a persons ability to conduct business (such as the power over
the issuance of the businesss licence to operate).
RAK Free Zones

369. MoUs have been signed between the UAE Ministry of Finance and
the RAK Free Trade Zone Authority and the RAKIA Free Zone Authority,
and is planning to conclude an MoU with the (new) RAK ICC as well. They
have established a designated contact to deal with requests for information
from the Ministry of Finance. The process is very simple and the information requested is mainly within the authorities database. Where information
must be obtained from a person within the free zone then the power to do so
is contained in the free zone regulations and the RAK Free Zone Authorities
can impose sanctions for non-compliance. The RAK Free Zone Authorities
report that companies are cooperative.
Identifying the free zone entity

370. As described under elementA.1.1, each free zone maintains its
own register of entities that operate in and/or from within its jurisdiction,
and there is no single register compiling all free zone entities. In practice,
the UAE has received EOI requests relating to entities which were named
in the requests and had the acronym FZ (Free Zone) or FZE (Free Zone
Establishment) in their name. However, there was no indication in the EOI
requests of the exact free zone where the entity was registered, and the UAE
Competent Authority could therefore not proceed with processing these
requests without asking for additional information from the requesting jurisdiction, such as the registration number, the year of incorporation and/or the
entitys address.
371. It would be possible in these cases for the UAE competent authority to request all free zone authorities to check for the specific company
name, but it should be noted that non-publicly available information should
not be provided unless there is a sufficiently clear connection with the EOI
request. Where more than one company with that name would be identified,
the UAE Competent Authority would therefore not be able to exchange any
information, and asking all free zone authorities for information could then
be regarded as disproportionate.

372. On the other hand, the system in the UAE with many different free
zones which all keep a separate register is not favourable to the identification of entities. It is the responsibility of the jurisdiction where the entity is
incorporated to ensure that information can be accessed by its Competent
Authority. In the current set-up, in which the information is not kept in a
centralised manner, the amount of specificity necessary for the Competent
Authority to access information that relates to free zone entities forms an
impediment to effective EOI in some cases. It is recommended that the UAE
ensures that information is accessible to its Competent Authority in all cases
where the name of the company has been clearly identified by the requesting
jurisdiction.
373. It may be mentioned that the Emirate of Dubai, which has the most
free zones, has established the Dubai Free Zones Council. Its objectives are to
create mechanisms for cooperation and unity between the various free zones
in Dubai, particularly with respect to the transfer of knowledge, information
and best practices. It is intended to create one central register of entities for
all free zones in Dubai, which would facilitate the identification of the relevant entity which is the subject of an EOI request.
Peer input
374. A number of peers have reported that the UAE was unable to provide
information in response to requests. The UAE encountered three main difficulties in responding to requests. First, in many cases the EOI Unit felt that
it was unable to seek information that was not a specific transaction record
or document or other objective fact or data. In these cases, the EOI Unit has
responded that the information is not obtainable in the normal course of its
administration and declined to provide the information on the basis of the
reciprocity conditions consistent with article26(3) of the OECD Model Tax
Convention. In other cases the UAE reports that information was not available as the retention period had expired. Finally, in a number of cases the EOI
unit did not have sufficient information in order to obtain the information
requested. This was the case, for example, where only a name was provided
without any other identifying information.
Retention period
375. One peer noted that the UAE had indicated that it was not able to
obtain information that relate to periods beyond the retention period for that
type of information even if the information was still in the possession of the
information holder. However, the EOI Unit and local authorities confirmed
that there was no restriction in this regard. While in some cases requests
for older information could not be fulfilled because the information was no
longer in the possession of the information holder, in all cases it would be

pursued and there was no legal restriction or impediment to compelling the
production of such information. All relevant retention periods are at least five
years in the UAE.
Immovable property information

376. Two peers indicated that they had requested information regarding
immovable property in the UAE, and had not received this information. The
UAE authorities indicated that immovable property information has been
obtained and exchanged from the Land Registries in different Emirates in
15-25cases so far (including for requests received in 2015) and that it has not
encountered major difficulties in this regard. The only reason for delays in
some cases is that the Land Registries are in Arabic, which may cause translation issues since translating from another language into Arabic is not an exact
science. The UAE Competent Authority therefore usually asks the requesting
jurisdiction for the passport numbers of individuals where these are not provided
in the initial EOI request. The passport details of individuals owning immovable
property are included in the Land Registries and avoid any mistakes in obtaining
the requested information. The cases referred to by peers may therefore mainly
be related to delays of this nature and/or to the fact that a significant number of
EOI requests have not yet been processed (see under elementC.5).
Normal course of Administration

377. The EOI Unit reports that a number of requests, or parts of requests,
posed questions that did not reference a specific transaction record or document or other objective fact or data. The UAE has not executed any access
powers where it concluded that this was the case, based on the provision
in the relevant treaty which is the equivalent of Article26(3) of the OECD
Model Tax Convention. A comprehensive analysis of these cases is contained
under elementC.1 of this report. As a reference to Article26(3) was included
in all responses between 2014 and the end of 2015, it is not clear whether in
all cases where the UAE should have obtained the information, it would have
been able to do so. It is recommended that the UAE monitors that its access
powers are effective in all cases where information should be obtained under
the relevant tax information agreement.
Use of information gathering measures absent domestic tax interest

(ToRB.1.3)
378. The concept of domestic tax interest describes a situation where a
contracting party can only provide information to another contracting party
if it has an interest in the requested information for its own tax purposes. The

UAE has no domestic tax interest with respect to its information gathering
powers for purposes of international exchange of information in tax matters.
379. The UAEs power to obtain information for EOI purposes has not in
practice been affected by any domestic tax interest.
Compulsory powers (ToRB.1.4)

380. A commercial banks delay or failure to comply with or respond to
any information request from the Central Bank constitutes a breach of its
reporting obligations as set out in the Central Bank Law (Arts.107 and 112).
The administrative penalties for such breaches include warnings, reduction
or suspension of banks credit facilities, prohibition or restrictions on carrying out certain operations and deletion of name from the Register of Banks
(Art.8).
381. Failure by a supervised entity to comply with the request for information received from the Securities and Commodity Authority constitutes
an offence punishable by imprisonment and/or a fine (Art.43 Law 4/2000).
382. The Insurance Law empowers the regulatory authority, the Director
General or his deputy, to obtain information or data necessary for the performance of their duties. Failure to provide information is sanctionable by a fine
of AED100000 (EUR24000).
383. Any chairman, director, manager, or employee of a financial institution who fails to report to the FIU any act tantamount to money laundering
that occurred within their institution may be punished by imprisonment or
a fine from AED10000 to AED100000 (EUR2400to24000) (Art.15
AML Law).
384. Violations of any provisions of the credit information law (Federal
Law 6/2010 on Credit Information) attract penalty in the form of imprisonment and/or a fine of no less than AED10000 (EUR2400) (Art.18).
385. The breach of any implementing legislation concerning any entity
established in the free zone may result into de-registration of the entity. For
example, Article63 of the Implementing Regulation 1/99issued pursuant
to Law 2/1986issued by the Jebel Ali Free Zone Authority provides for the
deregistration of the free zone company which is not carrying on business or
operation. Free zone authorities do not have search and seizure powers.
386. Non-compliance with the provisions of the Auditors Law is punishable by a fine ranging between AED5000 to AED10000 (EUR1200 to
EUR2400) (Art.47).
387. Law 39/2006 concerning international judicial co-operation in

criminal matters obliges the judicial authorities to co-operate with foreign
authorities in criminal matters, which includes providing them any such
information as may be required to facilitate their criminal investigations.
This law sets out the mechanisms and procedures whereby foreign authorities
may request and obtain depositions of witnesses (Arts.46 and 60). Taking
witness statements by prosecution authorities is governed by the Criminal
Procedure Code (Arts.88 to 93).
388. Law enforcement authorities have powers to search, seize and retain
records in accordance with the provisions in the Criminal Procedure Code.
DIFC
389. Chapter3 of the DFSA Law deals with provisions of compliance with
requirements to the DFSA. The DFSA is vested with enforcement powers to
ensure compliance with its laws and rules. Such powers include:

imposition of conditions or restrictions on a license or registration;
withdrawal of a license or registration;
administrative fines or censures; and
injunctive orders issued by the DIFC Court.
390. The powers of the DFSA to obtain information (Art.73) or obtain a

report on any matter (Art.74) and powers to obtain information for investigation (Art.80) can be enforced by injunction issued by the Court (Art.84).
The DFSA may also request an order from the Court to search the premises
for information that was requested but not provided. Provisions concerning
the appointment and role of the Registrar are contained in Part2 (Arts.7 and
8) of the DCL. The provisions authorise the Registrar to gather information
from the registered entities for the purpose of registration.
Other free zones

391. The Free Zone Authorities have powers to fine entities for noncompliance with their obligations:

the affairs of a free zone establishment in the Jebel Ali Free Zone can
be investigated by competent persons appointed by the Free Zone
Authority (Art.60 Implementing Regulation 1/92). Similar provisions
of investigation are stipulated for free zone companies and offshore
companies (Art.61 Implementing Regulation 1/99 and Article102 of
Offshore Companies Regulations 2003);

the Dubai Airport Free Zone Authority has been vested powers of
investigation concerning free zone establishment (Arts.60 to 63 of
Implementing Regulation 1/1998). Similar powers concerning free
zone companies are stipulated in Articles61 to 64 of implementing regulations 1/2000. Defaults by a free zone establishment or its
owner concerning implementing regulations may attract sanctions
in the form of a fine of AED10000 (EUR2400) per day (Art.70).
Defaults concerning non-compliance of the provisions of implementing regulations by a free zone company are liable to a fine ranging
from AED500 to AED5000 (EUR120 to EUR1200) per day;
RAK International Companies Regulations 2006 also empowers

the Registrar to appoint inspectors to investigate the affairs of an
international company (Art.105). An international company can
also be dissolved if it is acting in contravention of the regulations
(Art.108). An offshore company established in accordance with the
RAK Regulations on International Business Companies 2006 can be
deregistered by the Registrar for the failure of company to fulfil the
requirements prescribed under the regulations (Art.128); and
neither Law 1/2004 nor the Operational Manual specifies the penalties applicable to entities not providing information to the Fujairah
Free Zone Authority. The Fujairah Free Zone Authority advises that
a range of penalties has been established and are applied in practice
but these have not been outlined in either legal document.
392. Companies established in the free zones must have a registered office
in the free zone/UAE, which can be the office address of the companys registered agent. Where the registered agent is a lawyer, s/he is protected under
federal laws from disclosing information due to legal professional privilege
(see further below).
Conclusion and practice

393. Regulatory authorities in the UAE, DIFC and other free zones, with
the exception of the Fujairah Free Zone, have powers to impose fines for noncompliance with obligations stipulated in the respective laws and regulations.
Investigations can be ordered for specific non-compliance. With the introduction of the Resolution and the conclusion of MoUs, the legal and regulatory
framework has been strengthened on this point. Although many MoUs are
currently in place, no MoUs exist yet with the Departments of Economic
Development, which collect information on UAE entities that are not in the
free zones.
394. As the system in the UAE relies on other authorities than the UAE
Competent Authority for EOI to obtain information, these other authorities
would have to apply compulsory powers where the information holder does
not comply with a request to provide information. As described above under
sectionB.1.1. the UAE federal administration as well as local authorities and
free zones are disposed of a variety of powers to compel the production of
information both pursuant to statute and the exercise of practical, commercial
pressure over persons operating in the UAE.
395. The relevant authorities have universally reported that information is
provided when requested, and that there have been no cases where information holders have contested the authorities power to demand information.
Nevertheless, it is clear from peer input that in a significant number of cases
during the three-year review period not all information was obtained, for
example because of the issues raised under elementB.1.1. Given the scale
of the EOI requests and the fact that the access powers and accompanying
compulsory powers are not designed for this purpose, it is recommended that
the UAE monitors that its authorities use their compulsory powers to compel
the production of information where necessary.
Secrecy provisions (ToRB.1.5)

396. Article105 of the Central Bank Law requires commercial banks to
provide the Central Bank with statements, information, statistical data and
other documents necessary for the performance of its tasks. All information submitted to the Central Bank must be treated as confidential, except
for statistical data (Art.106). Provisions of confidentiality contained in
articles29 and 106 prohibit the Central Bank to disclose any information to
other persons.
397. Confidentiality provisions relating to bank information are contained
in Article29 of the Central Bank Law. Pursuant to this, any member of the
Board of Directors, manager, or any staff member of the Central Bank is prohibited from disclosing any information he may acquire during performance
of his duties concerning the affairs of the bank, or its customers, of the affairs
of the banks and any other institutions which are subject to supervision by
the Central Bank, unless such disclosure is required by law. Contravention of
this provision is punishable by imprisonment for a period not exceeding three
months and a fine not exceeding AED5000 (EUR1200), or either of these,
and the person must be dismissed from service.
398. The Securities and Commodities Authority Law requires brokers
and auditors, or whoever is involved in the execution of the securities
market operations, to maintain the confidentiality of the client names and
conform to the ethics of the profession. Failure by any market participant

to respect professional confidentiality and secrecy of client names attracts a
penalty in the form of imprisonment and a fine not exceeding AED100000
(EUR24000) or either of these (Art.40 SCA Law). However, entities in the
securities sector must provide the Securities and Commodities Authority
with any requested information related to activities in the securities market
(Art.33).
399. Experts, advisors, actuaries or auditors appointed to evaluate the
financial position of any insurance companies are prohibited from disclosing any information without the written approval of the Insurance Authority
(Art.36.5 Insurance Law).
DIFC
400. Banking businesses are under a duty of confidentiality to their customers (Arts.37 and 150 DIFC Law 5/2005) but may disclose information
if such disclosure is required by law or if the customer has consented to its
disclosure (Art.37).
401. Public authorities, including the DFSA, as well as their employees
and agents cannot disclose confidential information to third parties without
having the legal authority to do so (Art.379 Penal Code). The law prescribes
severe penalties on public officers if they disclose such information in cases
other than those permitted by the law.
402. The DFSA is required to keep confidential any confidential information obtained, disclosed or collected by it, in the course of performing its
functions (Art.7 Dubai Law 9/2004). Information may not be disclosed to
third parties except in circumstances permitted by DIFC laws and regulations
(Art.37(5) DIFC Law 5/2005). The DFSA, its employees, agents and other
associated persons are prohibited from disclosing confidential information26
unless they have the consent of the person to whom the duty of confidentiality is owed or unless the disclosure is expressly authorised (Art.38(1) DIFC
Law 1/2004).
403. DFSA Policy Statement 1/2010 lays down the scope of disclosure
of confidential regulatory information pursuant to Articles38 and 39 of
the Regulatory Law 2004. The DFSA discloses confidential information to
fulfil a DFSA regulatory purpose or legal obligations. It may also disclose
26. Article38(2) of DIFC Law 1/2004 provides that information is confidential
when: it is received by the DFSA or any of its officers, employees or agents in
the course of performance of a function under the Law or under any other legislation administered by the DFSA; and it has not been made available to the public
in circumstances in which disclosure is not prohibited under such Law or other
legislation.
confidential information to domestic and foreign regulators and authorities if

it is for purpose of assisting them in the performance of their specific regulatory and enforcement functions regarding financial services and criminal
investigation.
Application of the secrecy provisions for EOI purposes

404. With the issuance of the Resolution, an obligation was introduced on
the relevant authorities to cooperate with the Ministry of Finance in implementing the obligations of the UAE provided for in international agreements.
In the view of the UAE authorities, this includes a requirement to lift the confidentiality of bank information where such information is requested under
an EOI agreement. This view is shared by the DFSA. In the MoU between
them and the Ministry of Finance, the DIFC (also representing the DFSA)
agreed to provide the Ministry of Finance with details of any bank account
within their jurisdiction (Articles7(1) and 14 of the respective MoUs). The
DFSAs jurisdiction comprises all banks licensed to operate within the DIFC.
The access powers of the DFSA are laid down in Articles73 and 80 of DIFC
Law 1/2004.
405. A Council of Ministers Resolution forms part of the law of the UAE,
as it is based on the Constitution (Article60(7)). Although the Resolution
does not clearly specify to what extent the other authorities are required to
cooperate with the Ministry of Finance, the MoU with the DIFC provides
clear guidance in the area of obtaining bank information. On this basis,
the confidentiality of bank information may be lifted for EOI purposes,
as its disclosure is required by law in this case, which is one of the exceptions to the confidentiality of bank information in the DIFC Law 5/2005
(Article37(5)(b)).
Free zones
406. There are no specific secrecy provisions in the implementing regulations of the free zones which will inhibit effective exchange of information in
respect of free zone entities.
Professional privilege
407. Lawyers are not permitted to reveal any confidential information
which is relayed in the course of professional practice (Art.42 Federal Law
23/1991). The profession of a lawyer in the context of professional privilege
is limited to the legal profession in view of providing judicial and legal
assistance (Article2 Federal Law 23/1991). Information that comes to the
attention of lawyers when they act in a different capacity, such as trustees, is

therefore not privileged. Nevertheless, there still is a concern that any legal
assistance, and not only legal advice, would be covered by professional privilege and in that respect the professional privilege appears to extend beyond
that provided for in the international standard. It may be noted that this
applies to lawyers operating throughout the UAE, including the free zones,
except lawyers operating in the financial free zones.
408. For lawyers who are asked to produce information by the DIFC
authorities, the professional privilege extended to any advice given by the
lawyer to a client under the definition of the term privileged communication which was considered not to be in accordance with the international
standard in the 2012 Report. However, in December 2012, the definition of
the term privileged communication in the DFSA Law was amended and
now reads as follows:
a communication attracting a privilege arising from the provision
of professional legal advice and any other privilege applicable at
law, but does not include a general duty of confidentiality.
409. It seems that no other privileges applicable at law currently apply
within the DIFC, and therefore the legal professional privilege within the
DIFC is now in accordance with the international standard. Nevertheless, as
explained above, the scope of the professional privilege in the rest of the UAE
is too broad, and it is recommended that the UAE ensures that its application
does not limit or prevent it from responding to a request for information made
pursuant to an international exchange of information request.
410. Federal Law 22/1995 regulates the auditing profession in the UAE.
No natural or legal person can be an auditor unless registered with the
Ministry of Economy. Auditors provide accounting services and can also act
as company service providers. These professionals may also provide services
in the areas of finance and commerce and can act as agents of foreign companies. Auditors are required to undertake an oath including that they will not
reveal the secrets of clients or any information which is entrusted by virtue
of their work except within the limits stipulated in the existing Laws and
Regulations (Art.18). In this regard, when necessary, and in view of promoting public interest the auditor must provide government authorities with any
information required by them in respect of companies and establishments
for which they have conducted or are still conducting an audit, provided that
the authorities obtain authorisation for that purpose from a judicial authority
(Art.34). Therefore, MOF after obtaining an authorisation from the judicial
authority can obtain information from auditors. The UAE authorities have
indicated that providing information in accordance with the international
agreement is considered promoting public interest.
EOI practice
411. During the three-year review period, information has been obtained
from banks both through the UAE Central Bank and the DIFC. No bank has
claimed that they could not provide the information on the basis of secrecy
obligations.
412. It has not been necessary yet to obtain information for EOI purposes
from a third party other than a bank which was covered by a secrecy obligation, most importantly lawyers. This means that, in practice, no person has
invoked legal privilege to refuse the production of information for EOI purposes. Also, no issues were raised by peers in this regard.
Factors underlying
recommendations
Recommendations
The process and procedures for

the other government authorities to
provide information for EOI purposes
to the Ministry of Finance has not
been specified where no MoU
has been concluded between the
Ministry of Finance and the relevant
authority. Although many MoUs are
currently in place, no MoUs exist yet
with the Departments of Economic
Development, which collect
information on UAE entities that are
not in the free zones. In addition, no
access powers have been identified
in the Fujairah Free Zone.
The UAE should specify the process

and procedures by which the most
relevant government authorities
are required to provide information
for EOI purposes to the Ministry of
Finance when requested to do so
and clarify that access powers are
available in all instances.
Except for lawyers who are asked

to produce information by the DIFC
authorities, the scope of legal
professional privilege appears to
extend beyond that provided for in
the international standards.
The UAE should ensure the

application of legal professional
privilege does not limit or prevent
it from responding to a request for
information made pursuant to an
international exchange of information
request.

Phase2 rating
Partially Compliant
Factors underlying
recommendations
Recommendations
Information with respect to free zone

entities is currently not centralised.
As a result, the amount of specificity
necessary for the Competent
Authority to access information that
relates to free zone entities forms
an impediment to effective EOI in
some cases, as information cannot
be obtained only on the basis of the
name of the company in these cases.
The UAE should ensure that

information is accessible to its
Competent Authority in all cases
where the name of the company
has been clearly identified by the
requesting jurisdiction.
Peer input suggests that in many

cases only partial information was
obtained by the UAE Competent
Authority. This raises questions with
respect to the effectiveness of the
process of obtaining information
through local authorities, which are
not used to dealing with EOI requests
for tax purposes and have little or
no expertise in this area. It may
therefore be very difficult for them
to determine which information and
documents are meant to be obtained.
Although the UAE has already taken
steps to improve the situation, this is
still work in progress.
The UAE should ensure that the

collaboration with the local authorities
does not impede effective EOI,
and in particular that its Competent
Authority includes all relevant details
in its request to a local authority
to obtain information for EOI
purposes (without compromising
confidentiality), so all requested
information can be obtained.
It is clear from peer input that in a

significant number of cases received
during the three-year review period
not all information was obtained,
for example because of the issues
raised under elementsC.1 and C.5. It
is therefore unclear whether access
and compulsory powers could have
been exercised in all cases where
this would have been required.
The UAE should monitor that its

access and compulsory powers
are effective in all cases where
information should be obtained
under the relevant tax information
agreement.
B.2 Notification requirements and rights and safeguards

The rights and safeguards (e.g.notification, appeal rights) that apply to persons in the
requested jurisdiction should be compatible with effective exchange of information.
Not unduly prevent or delay exchange of information (ToRB.2.1)

413. Rights and safeguards should not unduly prevent or delay effective
exchange of information. For instance, notification rules should permit exceptions from prior notification (e.g.in cases in which the information request is
of a very urgent nature or the notification is likely to undermine the chances
of success of the investigation conducted by the requesting jurisdiction).
414. The MOF is not statutorily obliged to inform the person concerned of
the existence of an exchange of information request or the intended exchange
of information related to that person. Nor is it obliged to inform the person
concerned prior to contacting third parties to obtain information. Where the
requesting jurisdiction asks the UAE to refrain from informing the taxpayer,
an attempt will be made to obtain the information without doing so. If this
is unsuccessful, the UAE Competent Authority will inform the requesting
jurisdiction accordingly. It is the responsibility of the Head of the EOI Unit to
ensure that the taxpayer is not contacted by any local authority in these cases.
415. Article27 of the Civil Code prohibits the application of a law where
such provisions are contrary to Sharia law, public order or morals. Article31
of the Constitution guarantees confidentiality of any communication involving the Federation and therefore, the information concerning taxpayers is
protected from disclosure not authorised by law.
416. Peers did not raise any issues regarding rights and safeguards of
persons in the UAE related to EOI requests made in the three-year review
period.
Phase2 rating
Compliant
Compliance with the Standards: Exchanging information 121
C. Exchanging information
Overview
417. Jurisdictions generally cannot exchange information for tax purposes
unless they have a legal basis or mechanism for doing so. In the UAE, the
legal authority to exchange information is derived from double tax conventions (DTCs). This section of the report examines whether the UAE has a
network of information exchange that would allow it to achieve effective
exchange of information (EOI) in practice.
418. The UAE has a broad treaty network, covering 104jurisdictions,
that provides for exchange of information in tax matters. Most of the UAEs
agreements are DTCs, but since November 2015 it has also signed its first
eight TIEAs. International treaties are ranked at higher level than the national
law and in the event of any conflict between the treaty ratified by the Union
and national law treaties take precedence over national laws.
419. Almost all of the UAEs international agreements contain provisions
which are in line with the international standards.27 However, the UAEs
arrangements providing for international exchange of information have not
been given full effect through domestic law as the extent of the authorities
access powers has not been clearly specified in all cases.
420. Until the end of 2015, it was standard practice for the UAE to include
a reference to the equivalent of paragraph26(3) of the OECD Model Tax
Convention in its response letters to signal that certain information was not
obtainable in the normal course of administration. This occurred irrespective
of whether information was in fact not obtained and generally without further
explanation. Declining to provide certain information on face value because
it would fall under Article26(3) does not match with the objective to ensure
that all foreseeably relevant information gets exchanged. It is not unlikely that
in many of the cases additional information is available with the requesting
27.
Six DTCs are not fully consistent with the international standards: Austria, Indonesia,
Malaysia, Mozambique, Thailand and Ukraine.
122 Compliance with the Standards: Exchanging information

jurisdiction which would enable the UAE to obtain the information. It is recommended that the UAE only declines to provide information on the basis of
the equivalent of Article26(3) of the OECD Model Tax Convention where this
has been clearly established after consultation of the requesting jurisdiction.
421. Exchange of information articles in the UAEs information exchange
agreements contain confidentiality provisions to ensure that the information
exchanged will be disclosed only to persons authorised by these agreements.
422. The UAEs network of information exchange agreements covers
its relevant partners, including the GCC countries and important economic
partners. However, it has taken up to four years since the UAE was first
approached for it to sign the first TIEAs. A number of jurisdictions, including the ones that are have been waiting for their TIEA to be concluded,
expressed their dissatisfaction with the delays in negotiating EOI agreements
and/or the time taken by the UAE between initialling and signing an EOI
agreement. It is recommended that the UAE should, expeditiously, enter into
agreements for exchange of information (regardless of their form) with all
relevant partners, meaning those partners who are interested in entering into
an information exchange arrangement with it.
423. In the first two years of the review period, the UAE did not have an
organised process for the handling of EOI requests. This resulted in only very
few EOI requests being processed at that time. Although early in 2014 an
EOI Unit was established, there remains a significant backlog of unanswered
requests. The UAE should continue with its efforts to fully establish its EOI
Unit, particularly with its plans to increase the staffing of the unit, and to
address the backlog of requests on an urgent basis.
424. The UAEs EOI partners have reported difficulties in communicating
with the UAE Competent Authority. Status updates were never sent, and even
where partial responses were sent no explanation was offered on the status of
the missing information. The UAE has made efforts to facilitate discussions
with key partners since the establishment of the EOI Unit. The UAE should
increase its efforts to discuss and understand issues raised by its EOI partners
through direct communication, including the provision of status updates. The
UAE should also engage in a dialogue in cases where it intends not to provide
the information.
C.1 Exchange of information mechanisms

Exchange of information mechanisms should allow for effective exchange of information.
425. Pursuant to Article47(4) of the UAE Constitution, the Supreme

Council of the Union (consisting of the Rulers of the seven individual Emirates)
ratifies international agreements including the EOI agreements signed by the
UAEs duly authorised representative. The ratification process is finalised by

the promulgation of a Presidential Decree. The Ministry of Finance (MOF)
is authorised to negotiate and enter into bilateral treaties on the avoidance of
double taxation with Arab and foreign States (Ministerial Decree 196/03/1989),
as well as concluding TIEAs (Ministerial Council for Services Circular
454/2010).
426. As at May 2016, the UAE has an EOI relationship with 104jurisdictions. For the vast majority of those, information exchange can take place under
one of the 97DTCs, and more recently the UAE signed its first eight TIEAs (one
TIEA was signed with a jurisdiction with which the UAE already had a DTC).
Foreseeably relevant standard (ToRC.1.1)

427. The international standard for exchange of information envisages
information exchange to the widest possible extent. Nevertheless it does not
allow fishing expeditions, i.e.speculative requests for information that have
no apparent nexus to an open inquiry or investigation. The balance between
these two competing considerations is captured in the standard of foreseeable relevance which is included in Article26(1) of the OECD Model Tax
Convention.
428. Most DTCs and all TIEAs concluded by the UAE provide for the
exchange of information that is foreseeably relevant or necessary for
carrying out the provisions of the Convention or of the domestic laws of the
Contracting States, or contain language which has similar meaning. The
Commentary to Article26(1) of the OECD Model Tax Convention refers to
the standard of foreseeable relevance and states that the Contracting States
may agree to an alternative formulation of this standard that is consistent with
the scope of the Article, for instance by replacing foreseeably relevant with
necessary. In view of this recognition, all DTCs and TIEAs but for the ones
mentioned in the next paragraph meet the foreseeably relevant standard.
429. Six of the UAEs older DTCs, with Austria, Indonesia, Malaysia,
Mozambique, Thailand and the Ukraine, limit the exchange of information
to that necessary for carrying out the provisions of the Convention, not allowing for exchange of information for the administration or enforcement of the
domestic laws of the Contracting States. As no obligations arise to exchange
information for the implementation of domestic laws, these agreements are
not fully consistent with the international standard and it is recommended
that the UAE work with relevant treaty partners to bring these agreements to
the standard.
430. The DTC with Panama contains a provision stating that exchange
of information does not include (i)measures aimed only at the simple collection of pieces of evidence, or (ii)when it is improbable that the requested

information will be relevant for controlling or administering tax matters of a
given taxpayer in a Contracting State (Fishing Expeditions). Although this
language seems to be targeted at excluding fishing expeditions, it is unclear
whether the simple collection of pieces of evidence would always constitute a fishing expedition. In addition, information that is improbable
[to] be relevant could be more narrow than simply foreseeably relevant
information as contemplated in the OECD Model Tax Convention. No EOI
requests were received from Panama during the three-year review period.
431. In practice, the UAE Competent Authority indicated that they have
asked for clarifications in a number of cases during the three-year review
period, but that most of these clarification requests related to EOI requests
where the UAE needed additional information to be able to collect the information requested. The UAEs main EOI partner has indicated that in a few
cases, the additional information sought was already in the original request
but was nevertheless provided again. However, this does not seem to have
occurred on a regular basis across the board and was probably due to an
oversight on the side of the UAE Competent Authority.
432. Only in a few cases, the clarification requests related to the foreseeable relevance of the EOI request. No peer has indicated that, during the
three-year review period, the UAE has questioned the foreseeable relevance
of a specific EOI request where this was not appropriate.
433. In a number of cases, the UAE Competent Authority has responded
that information was not obtainable in the normal course of its administration
and declined to provide the information on the basis of the reciprocity conditions consistent with article26(3)(b) of the OECD Model Tax Convention.
These requests include the following:

Requests to confirm that a person in the UAE sent a gift to a

person in the requesting jurisdiction or had ever sent a gift to that
person: the EOI Unit did not know how to respond as there was no
reference to a specific transaction, nor was it obvious how to establish whether a given transaction, were it to be identified, was a gift
or otherwise. The EOI Unit also queried whether further enquiries
could have been made in the requesting jurisdiction to identify a particular transaction that could be the subject of investigation.
A request to determine how an individual was put in contact with

another individual or company: The EOI unit did not know how to
go about answering this. While it is possible to interview witnesses
under certain circumstances (in particular in criminal matters), this
is not a normal practice in the UAE; nor is it in many jurisdictions
and the standard does not require that jurisdictions have the power to
obtain witness statements.
A request to find out the reasons a person was promoted in a company: Similar to the previous case it is not clear how this information
could be provided without recourse to the interrogation of a person
within the company.
A request to establish the cash flow position for an individual or to

identify alternative sources of income: As individuals in the UAE do
not file individual tax returns it was not obvious what specific information could be obtained from or in respect of this individual. It is
possible to imagine requesting a statement of assets and income from
the individual, however, this was not a procedure that is normally followed by any administration in the UAE.
A request relating to transfer pricing with respect to specified transactions: As the UAE does not impose income tax it therefore does
not have rules relating to transfer pricing. However, accounting
information (accounts and invoices) could have been provided to the
EOI partner in order to assist in determining the arms length price.
Requests for bank information where the account number was for a
bank outside the UAE.
434. It is clear that the fact that the UAE does not impose income taxes
should not allow it to rely on this to say that the information is not obtainable
in the normal course of its administration, which would amount to a total
bar to exchange on the basis of a lack of domestic tax interest. Jurisdictions
should have the powers necessary to facilitate effective information
exchange, and should use these powers notwithstanding that they may not
need the information for its own tax purposes. This scenario is explicitly
addressed by paragraph26(4) of the OECD Model Tax Convention and which
is included in the relevant EOI mechanisms.
435. Nevertheless, most cases identified by the EOI Unit raise difficult
problems for any requested jurisdiction. As noted above, the requests cited
generally do not ask for the EOI Unit to obtain a specific document or verify
a specific transaction. In addition, the absence of an income tax means that
information that would normally be in the possession of a tax administration
for tax purposes simply does not exist in the UAE.
436. Taking the issues identified above in turn, while it is possible to speculate as to the underlying object of the requests in some cases and thereby
identify specific information or documents that could respond to the inquiry,
this would go beyond the role expected from the requested jurisdiction and
would not in any event appear to be a very efficient manner in which to conduct EOI. However, there may well have been scope for a more productive
exchange of information if both the UAE and the requesting jurisdiction had
made greater efforts to be more specific about what was possible on the one

hand and what was required on the other. In particular, it would have been
good practice for the UAE to engage in a dialogue with the requesting jurisdiction before declining to obtain and exchange the information. It should in
this respect be noted that in none of the cases was an explanation offered by
the UAE Competent Authority as to why paragraph26(3) was invoked, and
cases were closed unilaterally.
437. The UAE explains that it was standard practice to include a reference to paragraph26(3) in its response letters, irrespective of whether
certain information was not obtained. In general, the objective of information exchange is to ensure that all foreseeably relevant information does get
exchanged. Declining to provide certain information on face value because
it would fall under Article26(3)(b) does not match with this objective. It is
not unlikely that in many of the cases additional information is available
with the requesting jurisdiction which would enable the UAE to obtain the
information.
438. At the end of 2015, the UAE abandoned the practice of including a
reference to paragraph26(3)(b) in its responses to EOI requests, which is
confirmed by peers. It is recommended that the UAE only declines to provide information on the basis of the equivalent of Article26(3) of the OECD
Model Tax Convention where this has been clearly established after consultation of the requesting jurisdiction.
In respect of all persons (ToRC.1.2)

439. For exchange of information to be effective, it is necessary that a
jurisdictions obligation to provide information be not restricted by the residence or nationality of the person to whom the information relates or by the
residence or nationality of the person in possession or control of the information requested. For this reason, the international standard for exchange
of information envisages that exchange of information mechanisms must
provide for exchange of information with respect to all persons.
440. The TIEAs concluded by the UAE allow for exchange of information
in respect of all persons. All of the UAEs DTCs except those with Armenia,
Austria, Bangladesh, Canada, Cyprus28, Finland, India, Indonesia, Korea,
Malaysia, Mongolia, Mozambique, Pakistan, Thailand, Tunisia, Turkey,
28. Footnote by Turkey: The information in this document with reference to
Cyprus relates to the southern part of the Island. There is no single authority
representing both Turkish and Greek Cypriot people on the Island. Turkey recognises the Turkish Republic of Northern Cyprus (TRNC). Until a lasting and
equitable solution is found within the context of the United Nations, Turkey shall
preserve its position concerning the Cyprus issue.
Ukraine, and Vietnam provide that exchange of information is not restricted

by Article1. Article1 of the treaty generally defines the personal scope of
application of the Convention and indicates that it applies to persons who
are residents of one or both of the Contracting States. The absence of this
reference to Article1 in these treaties would mean that the exchange of information is limited to the residents of the contracting states.
441. However, the EOI provisions in the UAEs DTCs with Armenia,
Bangladesh, Canada, Cyprus, Korea, Mongolia, Pakistan, Tunisia, Turkey
and Vietnam apply to carrying out the provisions of the Convention or of the
domestic laws (national laws) of the Contracting States concerning taxes covered by the Convention insofar as the taxation there under is not contrary to
the Convention. The treaty with Finland provides for carrying out the provisions of the agreement or for the prevention of the fiscal evasion; in addition,
a TIEA was signed with Finland on 27March 2016. Further, the treaty with
India provides for exchange of information for carrying out the provisions of
convention or prevention or detection of evasion of taxes which are subject of
the agreement. As domestic laws are applicable to residents and non-residents
equally, even in absence of reference to Article1, the contracting states are
under obligations to exchange information in respect of all persons.
442. Exchange of information in respect of all persons may not be possible under UAEs DTCs with Austria, Indonesia, Malaysia, Mozambique,
Thailand, and the Ukraine for the reasons that these provide for the exchange
of information for carrying out the provisions of the Convention only.
Exchange of information held by financial institutions, nominees,

agents and ownership and identity information (ToRC.1.3)
443. Jurisdictions cannot engage in effective exchange of information if
they cannot exchange information held by financial institutions, nominees or
persons acting in an agency or a fiduciary capacity. Both the OECD Model
Tax Convention and the OECD Model TIEA, which are primary authoritative
sources of the standards, stipulate that bank secrecy cannot form the basis for
declining a request to provide information and that a request for information
cannot be declined solely because the information is held by nominees or
persons acting in an agency or fiduciary capacity or because the information
relates to an ownership interest.

Footnote by all the European Union Member States of the OECD and the
European Union: The Republic of Cyprus is recognised by all members of the
United Nations with the exception of Turkey. The information in this document
relates to the area under the effective control of the Government of the Republic
of Cyprus.

444. As most of the UAEs DTCs were concluded before the update of the
OECD Model Tax Convention in 2005, they generally do not contain a provision corresponding to Article26(5), which was introduced at that update. The
DTCs concluded more recently and the TIEAs signed by the UAE do contain
such a provision. However, the absence of this provision does not automatically create restrictions on the exchange of information held by banks, other
financial institutions, nominees, agents and fiduciaries, as well as ownership information. The Commentary to Article26(5) indicates that while
paragraph5 represents a change in the structure of the Article, it should not
be interpreted as suggesting that the previous version of the Article did not
authorise the exchange of such information. It appears that the UAEs domestic laws do not restrict the access to and exchange of information covered by
Article26(5) even in the absence of such provision in the DTC. In practice,
no request for information has been declined solely because it was held by a
bank or other financial institution.
Absence of domestic tax interest (ToRC.1.4)

445. The concept of domestic tax interest describes a situation where a
contracting party can only provide information to another contracting party
if it has an interest in the requested information for its own tax purposes. A
refusal to provide information based on a domestic tax interest requirement
is not consistent with the international standard. EOI partners must be able
to use their information gathering measures even though invoked solely to
obtain and provide information to the requesting jurisdiction.
446. As most of the UAEs DTCs were concluded before the update of the
OECD Model Tax Convention in 2005, they generally do not contain a provision corresponding to Article26(4), which was introduced at that update and
which stipulates that a domestic tax interest may not be a reason to decline
an information request. The DTCs concluded more recently and the TIEAs
signed by the UAE do contain such a provision. However, the absence of
this provision does not automatically create restrictions on the exchange of
information. The Commentary to Article26(4) indicates that paragraph4 was
introduced to express an implicit obligation to exchange information also in
situations where the requested information is not needed by the requested
State for domestic tax purposes. No domestic tax interest restrictions exist
in the UAEs laws even in the absence of a provision corresponding with
Article26(4) of the OECD Model Tax Convention.
Absence of dual criminality principles (ToRC.1.5)

447. The principle of dual criminality provides that assistance can only be
provided if the conduct being investigated (and giving rise to an information
request) would constitute a crime under the laws of the requested jurisdiction if it had occurred in the requested jurisdiction. In order to be effective,
exchange of information should not be constrained by the application of the
dual criminality principle.
448. None of information exchange mechanisms established by the UAE
applies the dual criminality principle to restrict exchange of information, and
in practice no issue linked to dual criminality has arisen.
Exchange of information in both civil and criminal tax matters

(ToRC.1.6)
449. Information exchange may be requested both for tax administration
purposes and for tax prosecution purposes. The international standard is
not limited to information exchange in criminal tax matters but extends to
information requested for tax administration purposes (civil tax matters).
450. All of the UAEs DTCs and TIEAs provide for exchange of information
in both civil and criminal tax matters. As discussed above, the DTC with Finland
provides for carrying out the provisions of the agreement or for the prevention of
fiscal evasion. Both Finland and the UAE are of the view that this wording covers
exchange of information in both criminal and civil tax matters. In any case, a
TIEA was signed between the UAE and Finland on 27March 2016.
451. It is not recorded by the UAE whether an EOI request relates to a
civil or a criminal tax matter, as the procedures to obtain and exchange information are the same. Peers have not raised any issues specifically related to
requests pertaining to either civil or criminal tax matters.
Provide information in specific form requested (ToRC.1.7)

452. There are no restrictions in the UAEs DTCs, TIEAs or laws that
would prevent it from providing information in a specific form, so long as
this is consistent with its own administrative practices. Further, the UAEs
DTC with the Spain contains explicit provisions (see Protocol) that reinforce
the need to provide information in the form requested.
453. In practice, no particular problems were raised by peers regarding the
form in which the information was exchanged.
In force (ToRC.1.8)
454. Exchange of information cannot take place unless a jurisdiction has
exchange of information arrangements in force. The international standard
requires that jurisdictions take all steps necessary to bring information
arrangements that have been signed into force expeditiously.

455. Once the text of an agreement has been initialled, it is submitted to
the federal Cabinet to obtain authorisation for signing the agreement. For
DTCs, this process usually takes up to three months. It is noted that obtaining authorisation to sign the first TIEAs took almost 1.5years, due to the
fact that this was a new type of agreement for the UAE (see also under C.2).
It is expected that in the future this process will also take approximately
three months. Nevertheless, it is recommended that the UAE monitors that
the TIEAs that have been signed as well as any future TIEAs are signed and
ratified expeditiously.
456. Once signed, the Supreme Council of the Union (consisting of the
Rulers of the seven individual Emirates) ratifies the agreements by Decree.
Subsequently, the President issues another Decree notifying the ratification
and Article2 of this Decree provides that the Minister of Finance shall publish the Decree in the Official Gazette and implement it. An international
agreement is binding in the UAE after ratification. The UAE authorities
indicate that the ratification process generally takes between six and nine
months in total.
457. Of the 104 information exchange agreements currently signed, 37
are not in force (see Annex2). Almost all of these, except for the ones with
Benin, Greece, Kenya, Libya and the Palestinian Authority were signed
recently (in the second half of 2014, in 2015 or in 2016).
Be given effect through domestic law (ToRC.1.9)

458. In order for information exchange to be effective, the contracting parties have to take the necessary measures to comply with their commitments.
459. Article125 of the UAE Constitution provides that the governments
of the Emirates must take the necessary measures to implement the laws
enacted by the Federation as well as all international treaties and agreements concluded by it including issuance of such laws, regulations, decisions
and local orders necessary for this implementation and the Federal Authority
must supervise the implementation by the governments of the emirates all
laws, regulations, international treaties and agreements and federal judicial decisions. The competent administrative and judicial authorities in the
Emirates must extend in this respect all possible assistance to the Federal
authorities. All of the UAEs agreements, which have been signed and ratified by both parties, are in effect in the UAE.
460. As discussed in PartB.1 of this report, the UAEs arrangements
providing for international exchange of information have not been given full
effect through domestic law, as the process and procedures for obtaining and
providing information have not been clearly specified in all cases. In addition, no access powers have been identified in the Fujairah Free Zone.

Factors underlying
recommendations
Recommendations
The UAEs arrangements providing

for international exchange of
information have not been given
full effect through domestic law as
the extent of the authorities access
powers has not been clearly specified
in all cases.
It is recommended that the UAE

ensure it has complete legislation
enabling it to give full effect to its EOI
agreements.
Phase2 rating
Partially Compliant
Factors underlying
recommendations
It was standard practice to include
a reference to the equivalent of
paragraph26(3) of the OECD Model
Tax Convention in its response
letters, irrespective of whether all
information was exchanged or not. In
general, the objective of information
exchange is to ensure that all
foreseeably relevant information
does get exchanged. Declining
to provide certain information on
face value because it would fall
under Article26(3)(b) does not
match with this objective. It is not
unlikely that in many of the cases
additional information is available
with the requesting jurisdiction which
would enable the UAE to obtain the
information.
Recommendations
It is recommended that the UAE
only declines to provide information
on the basis of the equivalent of
Article26(3) of the OECD Model
Tax Convention where this has been
clearly established after consultation
of the requesting jurisdiction.
C.2 Exchange of information mechanisms with all relevant partners

The jurisdictions network of information exchange mechanisms should cover
all relevant partners.
461. Ultimately, the international standard requires that jurisdictions

exchange information with all relevant partners, meaning those partners who are
interested in entering into an information exchange arrangement. Agreements
cannot be concluded only with counterparties without economic significance. If
it appears that a jurisdiction is refusing to enter into agreements or negotiations
with partners, in particular ones that have a reasonable expectation of requiring
information from that jurisdiction in order to properly administer and enforce
its tax laws it may indicate a lack of commitment to implement the standards.
462. The UAE has signed 97DTCs (72 of which are currently in force)
and eight TIEAs allowing for exchange of information in tax matters with a
wide range of jurisdictions and this covers:
26 out of the 27 members of the European Union;
14 out of the G20 countries;29
12 of the 20 Member States of the Arab League;30 and
64 of the 128 Global Forum members.
463. The Peoples Republic of China, Germany, India, Islamic Republic of
Iran, Japan, Korea, Singapore, Thailand and the United States are the major
trading partners of the UAE. The UAE has concluded DTCs with all of these
countries except with Iran and the United States. Annex2 contains a list of
all DTCs concluded by the UAE.
464. Ultimately, the international standard requires jurisdictions to
exchange information with their relevant partners, meaning those partners
who are interested in entering into an exchange of information agreement.
In 2011, the Nordic jurisdictions of Denmark, the Faroe Islands, Greenland,
Iceland, Norway and Sweden indicated that they had approached the UAE
seeking to conclude TIEAs and formal negotiations were yet to start, as the
UAE Ministry of Finance needed authorisation to conclude TIEAs. After
such authorisation was obtained, TIEAs were initialled with the Nordic
jurisdictions, now including Finland, in November 2013. Another TIEA was
initialled with Colombia in February 2014.
29. Argentina, Canada, Peoples Republic of China, France, Germany, India,
Indonesia, Italy, Japan, Korea, Mexico, Russian Federation, Turkey and the
United Kingdom.
30. Algeria, Comoros, Egypt, Jordan, Lebanon, Libya, Mauritania, Morocco, the
Palestinian Authority, Sudan, Tunisia and Yemen.
465. On 29March 2015, a Cabinet Resolution authorised the signing of

the TIEAs with the Nordic jurisdictions and Finland, as well as Colombia.
Subsequently, in November 2015, three TIEAs were signed with Denmark,
Norway, and Sweden. Since then, TIEAs have also been signed with
Argentina, Colombia, Faroe Islands, Finland and Iceland.
466. The UAE indicated that the relatively long time between initialling
and signing the TIEAs is caused by the fact that these were a new type of
agreement for the UAE. The UAE also explained that in accordance with
Article47 of the UAE Constitution, the conclusion of international agreements
requires deliberation and agreement by the seven Emirates of the Federation
and needs to be approved through the Supreme Council, as the highest authority, which comprises the rulers from each of the seven Emirates of the UAE.
467. Nevertheless, it may be noted that the total time that has lapsed since
the UAE was first approached until the TIEAs were signed was four years.
This can be considered very long, since TIEAs generally have standard provisions with little room for negotiation. It may also be noted that many other
jurisdictions have concluded a lot of TIEAs in a much shorter period of time,
while it was also a new type of agreement for them. Finally, it may be mentioned that the UAE has not signed the multilateral Convention on Mutual
Administrative Assistance in Tax Matters, which means that other jurisdictions are dependent on the UAE concluding bilateral agreements with them.
468. Comments were sought from Global Forum member jurisdictions in
the course of the preparation of this report. A number of jurisdictions, including the ones that have been waiting for their TIEA to be signed, expressed
their dissatisfaction with the delays in negotiating EOI agreements and/or the
time taken by the UAE between initialling and signing an EOI agreement.
It is recommended that the UAE should, expeditiously, enter into agreements for exchange of information (regardless of their form) with all relevant
partners, meaning those partners who are interested in entering into an information exchange arrangement with it.
469. The UAE is currently in the process of negotiating a number of other
DTCs and protocols, and the authorities advise that all of these will incorporate provisions that allow the UAE to exchange information according to the
international standard. During the course of the assessment, no jurisdictions
have advised that the UAE has refused to enter into negotiations or conclude
an EOI agreement.

Factors underlying
recommendations
Recommendations
Delays have been experienced in

negotiating EOI agreements and/or
the time taken by the UAE between
initialling and signing an EOI
agreement.
The UAE should, expeditiously, enter

into agreements for exchange of
information (regardless of their form)
with all relevant partners, meaning
those partners who are interested in
entering into an information exchange
arrangement with it.
Phase2 rating
Largely Compliant
C.3 Confidentiality
The jurisdictions mechanisms for exchange of information should have adequate
provisions to ensure the confidentiality of information received.
Information received: disclosure, use, and safeguards (ToRC.3.1)

470. Governments would not engage in information exchange without the
assurance that the information provided would only be used for the purposes
permitted under the exchange mechanism and that its confidentiality would
be preserved. Information exchange instruments must therefore contain
confidentiality provisions that spell out specifically to whom the information
can be disclosed and the purposes for which the information can be used.
In addition to the protections afforded by the confidentiality provisions of
information exchange instruments, jurisdictions with tax systems generally
impose strict confidentiality requirements on information collected for tax
purposes.
471. All of the UAEs information exchange agreements require that any
information received be treated as secret, though the exact wording differs
depending on the age of the agreement. The majority of these DTCs contain
the language of Article26(2) of the OECD Model Tax Convention, while the
TIEAs contain the language of Article8 of the OECD Model TIEA.
472. Art.68 of Federal Law 11/2008 prohibits all federal government
employees to disclose any confidential information during and after the
end of his service, unless he obtains a prior written approval to do so. Such
approval would not be given if it were in violation of an international agreement. Administrative penalties, ranging from a reprimand to dismissal,
can be applied in case of non-compliance (Arts.81 and 83 of Federal Law
11/2008)., in addition to any criminal sanctions that may apply, such as under
the Law Combating Cybercrimes (Law 5/2012). Under that law, disclosing
confidential information may be punished by six months imprisonment or a
fine between AED500000 and AED1million (between EUR120000 and
EUR240000), or both (Art.22).
473. The Memoranda of Understanding (MoUs) concluded between
the Ministry of Finance and other authorities for the purposes of obtaining information for EOI purposes (see PartB of this report), all contain a
provision requiring the authorities to keep the EOI requests and its contents
confidential.
In practice
474. The requests received by the EOI Unit are registered in a database,
which is accessible only by authorised officials. Paper documents are safely
stored in secure (locked) cabinets in a separate room next to where the EOI
Unit is located. Access to these documents is restricted to persons working
in the EOI Unit only.
475. The UAE Ministry of Finance, which houses the Competent Authority,
is certified as compliant with the international standard on information security
ISO27001:2013. This means that the information security risks of the Ministry
of Finance have been identified and brought under explicit management control, as part of the entire enterprise risk management. Security controls are
in place with respect to the human resources, physical access, logical access
and information systems including the data they hold. On an operational level,
checks are carried out to ensure that all security controls remain effective and
are amended where appropriate.
476. As explained under elementB.1, the UAE Competent Authority
uses templates to ask other authorities to collect the requested information.
These templates include lines for the name of the person about or from
whom information needs to be collected, as well as the most common types
of information requested, such as the details of directors and shareholders,
company registration information and financial statements. The EOI requests
themselves are not shared with these authorities and therefore also not with
the holder of the information where another person is asked by these authorities to provide the information.
All other information exchanged (ToRC.3.2)

477. Confidentiality rules should apply to all types of information
exchanged, including information provided in a request, information transmitted in response to a request and any background documents to such
requests.
478. The UAEs information exchange agreements do not draw a distinction between information received in response to requests and information
forming part of the requests themselves. This means that the disclosure of
information received by the UAE tax authorities under an EOI arrangement
is restricted to the circumstances covered by the agreement.
Phase2 rating
Compliant
C.4 Rights and safeguards of taxpayers and third parties

The exchange of information mechanisms should respect the rights and
safeguards of taxpayers and third parties.
Exceptions to requirement to provide information (ToRC.4.1)

479. The international standard allows requested parties not to supply
information in response to a request in certain identified situations. In line
with this, the large majority of the UAEs DTCs (with the exception of the
DTCs with the Czech Republic, Indonesia, Morocco and Romania) ensure
that the contracting states are not obliged to provide information which would
disclose any trade, business, industrial, commercial or professional secret or
information the disclosure of which would be contrary to public policy.
480. Legal professional privilege is covered under the limb of professional secrets in the DTCs. Considering the provisions of Article3(2) of
the respective tax treaties, for application of the tax treaties by the UAE,
this term will derive its meaning that it has under the domestic laws of the
UAE. As described under B.1.5 of this report, the scope of professional
privilege within the DIFC is in line with the international standard, but in
respect of lawyers covered by UAE law Article42 of the Legal Profession
Law provides that a lawyer shall not reveal any confidential information that
is relayed in the course of his professional practice, although this does not
apply to situations where a lawyer acts in a different capacity, e.g.a trustee,
altogether. This broad protection afforded to information available with lawyers translates into similar protection under the DTCs (except under the DTC
with Japan). This may prevent providing information held by lawyers to the
requesting foreign partners.
481. In practice, legal professional privilege was not invoked during the
three-year period under review. More broadly, no issues in relation to the
rights and safeguards of taxpayers and third parties have been encountered
in practice, nor have they been raised by any of the UAEs exchange of information partners.
Factors underlying
recommendations
Recommendations
The definition of information subject

to legal professional privilege in
the UAEs DTCs follows that of its
domestic law, which is wider than
the scope accepted under the
international standard.
The UAE should ensure that the

scope of legal professional privilege
in its EOI mechanisms is consistent
with the international standard.
Phase2 rating
Compliant
C.5 Timeliness of responses to requests for information

The jurisdiction should provide information under its network of agreements
in a timely manner.
Responses within 90days (ToRC.5.1)

482. In order for exchange of information to be effective it needs to be
provided in a timeframe which allows tax authorities to apply the information to the relevant cases. If a response is provided but only after a significant
lapse of time the information may no longer be of use to the requesting
authorities. This is particularly important in the context of international
cooperation as cases in this area must be of sufficient importance to warrant
making a request.

483. The UAEs DTCs have no provisions pertaining to timeliness of
response or the time frame within which response should be provided.
484. During the review period the UAE received 323requests from 28
partner jurisdictions. The UAE EOI unit employs the same methodology and
priority to all the requests received from the various Competent Authorities.
Requests from India make up a large portion of the total requests, which is
understandable given the fact that Indian residents and businesses represent
one of the highest numbers of the UAE foreign population. The UAE has also
received a significant number of requests from Poland, France, Turkey and
the Ukraine.
485. The UAE EOI unit counts each request for information from a
separate source as a separate request. Each record has its own life-cycle to
count and track the processing time. Therefore, if the single request requires
banking (Central Bank) and civil registry (Emirates Identity Authority) information, the request will be counted as two requests.
486. The table below shows the timeliness of final responses during the
review period.
2012
num.
Total number of requests received
2013
67
Full response: 90days

180days (cumulative)
1year (cumulative)
> 1year
num.
2014
121
num.
Total
135
num.
323
24
18%
24
7%
46
34%
46
14%
2%
50
37%
52 16%
17
25%
24 20%
1%
42 13%
16
15
32
75%
95 78%
84
62% 229
Declined for valid reasons

Failure to obtain and provide information requested
Partial responses sent
Requests still pending at date of review
1
50
71%
487. It is immediately clear from the statistics that a large percentage of

the EOI requests are still pending. This is consistent with the peer input,
which stated that no information was received from the UAE in many cases.
Peers also generally indicated that no status updates were provided. Where
peers have received responses these were generally reported to have been
answered after more than one year.
488. As analysed in detail below under sectionC.5.2, the UAE has only
had an established EOI unit since the beginning of 2014, and the bulk of
requests received in 2012 and 2013 were not processed until 2014. The UAE
continues to have open requests from all years in the review period to which
no responses have been given. More than 70requests have not yet been
processed at all by the UAE Competent Authority, while the others are outstanding with other UAE authorities to collect the information or with its EOI
partners for clarification. Consequently, the timeliness of responses has been,
and continues to be, an issue.
489. What is not immediately clear from the statistics is that they show
requests as answered which were, in fact, not or only partially answered as a
result of the issues raised under elementB.1 of this report, i.e.the difficulties
in identifying some free zone entities, the lack of specificity in requesting
other authorities to obtain information and the reference to Article26(3)
of the OECD Model Tax Convention for not having obtained information.
Although no exact figures are available, it has been clear from the input from
peers that a significant proportion of the requests were answered unsatisfactorily, in the sense that the responses were incomplete and no explanations
were given as to why this was the case. This includes cases where the
response from the UAE mentioned that the information was not obtainable
in the normal course of the UAEs administration in reference to the relevant
treaty provision based on article26(3) of the OECD Model Convention or that
the request goes beyond the terms of the relevant treaty. Although this may
have been valid in some cases, the UAE offered no explanation as to the exact
reasons to its EOI partners. Further issues have been raised by EOI partners
regarding the level of specificity that was required in the request in order for
the EOI unit to obtain the information requested.
Organisational process and resources (ToRC.5.2)

490. It is important that a jurisdiction have appropriate organisational
processes and resources in place to ensure a timely response.
491. The Ministry of Finance is the Competent Authority for exchange
of information. Ministerial Decree 196/03/1989 authorises the Ministry of
Finance to negotiate and enter into bilateral treaties on the avoidance of
double taxation.
492. The UAE EOI unit has been fully operational only from the beginning of year 2014. While a core team was established following the issuance
of the Council of Ministers resolution in 2012, this was not an organised
process. In 2014, the Ministry of Finance worked with an International
Organisation to implement the standard of exchange of information on
request and in particular to put in place an organisational structure to respond
to requests for information under its network of EOI mechanisms. This
involved the development of a dedicated EOI unit, processes, policies and IT
resources.
The EOI Unit

493. The EOI Unit is staffed by a head of unit, a legal advisor, an EOI
specialist, an inter-institutional coordinator, and administrative support
personnel. The Head of the EOI unit is responsible for overall management
of the unit, attending meetings related to EOI with the OECD and Global
Forum, approval of responses before they are sent to the UAE Competent
Authority to be signed. In particular, the Head of the EOI Unit is responsible
for establishing priorities when a requesting State has assigned any particular
urgency to a request, and ensuring that the taxpayer will not be contacted or
notified when the requesting jurisdiction has asked that the taxpayer not be
contacted directly.
494. The Legal Advisor analyses EOI requests in order to determine if
they comply with the provisions of the applicable legal instrument, including
assessing cases of fishing expedition, evaluating specific requests related
to DTCs or other legal instruments.
495. The EOI specialist analyses incoming requests to determine the
course of action and, in conjunction with the Inter-institutional coordinator,
is responsible for analysing responses from national or local authorities and
determining whether or not further requests are necessary. The EOI specialist
prepares all correspondence to be sent for the approval of the Head of the EOI
Unit. During the preparation of responses, it will be assessed if the submission of most complex cases to the legal counsel is required. It should be noted
that the EOI specialist only started in August 2014.
496. The Inter-institutional Coordinator (IC) is responsible for coordinating relations with domestic stakeholders/institutions and managing
the current network of MOUs, including the workload and time-limits for
responding to requests.
497. The EOI specialists and the IC work closely in analysing the responses
provided by local authorities to determine if further requests are necessary.
498. The head of the EOI unit continuously monitors and evaluates the
EOI units performance and makes strategic decisions regarding expansion
plans. As per a three(3) year Ministry of Finance budget plan, the EOI Unit
will add one EOI Expert and one administrative staff for year 2016 and 2017
and two(2) EOI Experts in 2018 in anticipation of the implementation of
Automatic Exchange of Information.
Handling requests
499. The EOI unit follows a standard process for all requests. After the
EOI unit receives a request, it is registered in its system and analysed. Where
the request is considered valid the EOI Expert assigns the request to the local
authority according to the type of information required. One request can be

assigned to more than one local authority. The EOI unit uses predefined templates for requesting information from each local authority. The local authorities
are given thirty (30) days to provide their responses to the request from the EOI
unit. (See sectionB.1 Access to information for an analysis of the processing
of the request by the local authorities). After the response is received, the EOI
Expert registers it and creates a final response for the requesting partners.
500. The EOI Unit reports that the time and effort to respond to EOI
requests depends on the quality of the information provided by the requesting Competent Authority. One significant issue that has arisen are cases
where only the name of an individual or company is provided by the requesting competent authority as there may be many individuals with that name.
Moreover, the name must often be translated from a foreign language into
Arabic, which is a very unreliable process. The EOI unit considers that precise information regarding individual name, passport number, nationality,
company name, company legal type, company address is crucial in order to
obtain information in a timely manner.
501.
The following flowchart outlines the process of handling the requests:
REGISTRATION
Incoming Request PAPER
RESPONSE
ANALYSIS
Look in the REGISTER for the

requests with the status
REGISTERED and start
analysis as per OECD
Guidance
Stamp request with local

reference and date of
reception
Scan the request and all of its

attachments
Store the paper le in a

dedicated folder named per
country/ per year in the
secured locker
Store the electronic le in a

dedicated, secured, MoF
intranet folder named per
year/country/local reference
number
Register request in the IT

system/REGISTER.
Register Status : REGISTERED
Send acknowledgment email

to the requesting Competent
Authority
Validate the
request
VALID
Are
Clarications
required?
When response received

store all the les in a
number.
Update Register.
Register Status : RECEIVED
FROM THE 3RD PARTY
Analyze the response and

prepare response letter to
the requesting Competent
Authority .
Store all the les in a
number.
Send Request for Clarication

to the requesting Competent
Authority .
Update Register.
Register Status :
CLARIFICATIONS REQUESTED
NO
INVALID
Reject the request and sent

Rejection Notication to the
requesting Competent
Authority
Register Status : REJECTED
YES
Assign request to the Local

Authority.
Fill and send dedicated for
each Local Authority
template and attach any
necessary documents .
Update Register.
Register Status : REQUEST
SENT TO THE 3RD PARTY
PARTIAL
Store the electronic le sent

to the Local Authority in a
number
If Partial Response received

update Register .
Register Status : PARTIAL
RESPONSE SENT
Partial or Full
Response?
FULL
If Full Response received

update Register .
Register Status : CLOSED
Encrypt the response letter

and any additional
documentation .
Sent the response through
email and/or if requested by
the Competent Authority
through diplomatic mail .

502. The EOI Expert analyses the response obtained from the local authorities and prepares the final response to the requesting Competent Authority.
The response can be partial if the documents obtained are only providing
information for some of the questions raised in the request or full. The following checklist of elements to include in the response is applied before the
response is approved/signed and sent to the requesting Competent Authority:

The reference to the legal basis pursuant to which the information is

provided (Article on exchange of a DTC, TIEA, international agreements etc.).
A reference to the request in response to which the information is

provided (reference number)
The information requested, including copies of documents (e.g.records,

contracts, invoices) as well as any information not specifically
requested but likely to be useful based on the information provided
in connection with the request
Whether this is a partial or full response. If partial, an indication of

when the remaining information will be sent,
If applicable, explanation why certain information could not be provided or could not be provided in the form requested,
For money amounts the currency, whether a tax has been withheld
and if so the rate and amount of tax,
The type of action taken to gather the information,
The tax periods for which the information is provided,
Whether the taxpayer or a third person has been notified about the
exchange,
Whether there are any objections to notifying the taxpayer of the

receipt of the information
Whether feedback is requested on the usefulness of the information
A reminder that the use of the information provided is subject to the

applicable confidentiality rules (this can be done by stamping a reference to the applicable confidentiality rule on the information provided
or including a watermark if the information is sent electronically)
Contact point: The name, phone, fax number and e-mail address of
the tax official who may be contacted if needed (that person should
have a delegation of competent authority
Signature of the response by the competent authority or person

having a delegation of competent authority.
503. After the Council Resolution in 2012 but before the EOI unit was
established in 2014 some requests were responded to, but it was not an organised process and it is clear that many requests were neither acknowledged nor
responded to. However, the records, which were paper-based, had nevertheless been kept in one central location.
504. Once the EOI unit was established in February 2014, its first task
was to clear its backlog of requests, beginning with identifying the existing
requests. Over 2014, the EOI unit has registered over five hundred (500) EOI
requests dating back to year 1998.
505. Once the existing requests were registered, the EOI unit first began
processing the most recent requests and moving backwards. To date the EOI
unit has started processing (but not necessarily finally responded to) 222 of
the requests. This represents 96% of the requests received in 2014, 70% of the
requests received in 2013, and 32% of the cases received in 2012. The large
number of outstanding requests from 2012 persists in large part by virtue of
the fact that new requests receive priority and the volume of requests has not
abated. The Head of the EOI unit notes that clearing the backlog is a work in
progress and the Ministry is hiring more staff to cope with the workload. The
issue of human resources was exacerbated by the fact that one EOI officer
was required to complete military service was not replaced.
506. The UAE did not have in place any organised system to respond to
requests before 2014 and it is clear that, given the volume of requests received
in that time, this has had a significant impact on effective exchange of information. Since then the UAE has worked hard to put a system in place and to
work through the backlog of cases dating back to 1998. This continues to be
a work in progress, both in terms of implementing the correct policies, finalising the technological infrastructure and putting in place adequate human
resources.
507. As the UAE has been a Global Forum member since its restructuring
in September 2009, it can be expected that efforts to respond to EOI requests
would have started soon after that time, especially considering the fact that
more than a few requests had been received. However, only in 2014 an EOI
Unit was put in place which started to process requests. Although this was a
positive step, two years later there is still a considerable backlog. It is recommended that the UAE continues with its efforts to fully establish its EOI unit,
particularly with its plans to increase the staffing of the unit, and to address
the backlog of requests on an urgent basis.
Communicating with Partner Jurisdictions

508. The UAE reports that initial contacts are usually established through
meetings and exchange of letters. The EOI Unit informs each Competent
Authority about its contact details, including the name of the contact person,
email address and telephone details. Afterwards, the exchange of information
is carried through emails and exchange of letters. Conference calls and/or
visits are organised to discuss and improve cooperation between UAE EOI
and other OECD Competent Authorities and other treaty partners (internal/
external).
509. The EOI units contact details are available to all the partners through
various channels:

OECD Global Forum Competent Authorities Website
Contact Details section of each international agreement
Ministry of Finance Website.
510. The EOI Unit has a dedicated email address to conduct all communication with its partners.
511. All paper requests are scanned and the paper file placed in the
dedicated folders named per country/per year in the secured locker. All the
responses are generally sent electronically to the requesting jurisdiction and
the document files are password protected. If requested, responses can also
be sent through diplomatic or registered mail.
512. Peer input suggests that communications with some partners have
presented difficulties. In the case of one partner responses were sent via
email using password protected files. The partner in question preferred to
receive responses in paper form. The UAE reports that these responses have
all been re-sent by registered mail with signature confirmation. The confirmations of receipt are maintained in a postal file by Ministry of Finance.
513. In the case of another partner, the UAE authorities note that requests
come not from the central Competent Authority but from regional offices,
which posed difficulties in determining the precise identity of the right
person to be in contact with. A further issue arose in this relationship due to
the inability of the partner to open password protected documents, although
the UAE is confident that the password was sent to the partner in these cases.
The UAE re-sent the responses by post in these cases. The Head of the EOI
Unit also met with this partner in 2015 to work through the issues that had
arisen.
514. The EOI unit has also had discussions with a number of partners to
explain difficulties in responding to certain requests and report that they have
sent detailed letters to request clarification (in 10-20% of cases). Requests are
not rejected in these cases and held open pending response. In these situations
the EOI unit reports that it is usually able to provide partial responses.
515. In one case where the UAE was unable to obtain the requested information without further identifying information from its EOI partner, this was
communicated in writing and followed up with a meeting in person to explain
the requirements.
516. Besides these specific issues, it can be noted that the UAE Competent
Authority has generally not engaged in discussions with respect to specific
EOI requests. It has already been described under elementC.1 that cases
have been unilaterally closed on the basis of a provision equivalent to paragraph26(3) of the OECD Model Tax Convention, where dialogue with the
requesting jurisdiction may have helped in identifying possibilities to assist.
In these cases, no explanation of the exact reasons was offered. It is recommended that the UAE explains to its EOI partner the reasons why information
could not be obtained and engages in a dialogue in cases where it intends not
to provide the information.
517. In addition, there has been no or very little communication with
respect to requests that were received before the EOI Unit was put in place in
2014. Status updates were not sent and EOI partners did not know whether
their requests were being processed. Even though two meetings were held
with the UAEs main EOI partner, the discussions at these meetings were of
a general nature and no specific EOI requests were discussed.
518. In conclusion, there have been a number of communication issues,
including an overall lack of communication in many instances. Communication
is key for a good EOI relationship and may increase the understanding with the
requesting jurisdictions for delays and reasons for asking clarifications. It can
also assist the requested jurisdiction in understanding what exactly is being
asked, making obtaining the information more efficient. It is recommended that
the UAE increases its efforts to discuss and understand issues raised by its EOI
partners through direct communication.
Training
519. The personnel in the EOI Unit each hold advanced university degrees
and have strong language skills, particularly English. While direct tax and
EOI experience is not predominant, the EOI Unit members have had significant, relevant training.
520. First, the EOI unit staff has received extensive training from an
International Organisation team during the project January to November
2014, for advisory assistance in complying with the international agreed
standard on tax cooperation in terms of implementing the EOI. In addition,

members of the EOI Unit have also participated in various training seminars
provided by the Global Forum, OECD, IBFD, as well as dedicated training
on FATCA and AEOI.
IT Resources
521. Currently, the EOI unit uses an excel sheet to manage the requests
sent and can monitor the timeliness of responses on a weekly basis by the
team. The EOI unit, with the assistance of an international organisation,
has developed an XLS based system for logging requests and monitoring
progress. The system became operational at the end of 2015. All requests are
registered in a portal and are then be sortable by a variety of fields, including requesting country, date or type of information requested. The system
and storage of all attached documents is hosted on the Ministry of Finance
intranet within a secure environment that is only accessible by authorised
members of the EOI unit.
522. Importantly, an option is being developed in order for the portal to
allow for direct interaction with the foreign competent authority. It will be
possible for a foreign competent authority to request a registration through
the portal and, once approved by the EOI Unit, to submit all requests electronically, follow up the life-cycle of the request, and obtain the response
through the single portal.
Absence of restrictive conditions on exchange of information

(ToRC.5.3)
523. Exchange of information assistance should not be subject to unreasonable, disproportionate, or unduly restrictive conditions.
524. The UAE does not impose any impose restrictive conditions on
exchange of information.
The assessment team is not in a position to evaluate whether this
element is in place, as it involves issues of practice that are dealt with
in the Phase2 review.
Phase2 rating
Non-Compliant
Factors underlying
recommendations
Recommendations
The absence of any organised

process for the handling of requests
in the first two years of the review
period had an adverse impact on
effective EOI, as only very few EOI
requests were processed at that time.
The establishment of the EOI unit
continues to be a work in progress
and there remains a backlog of
unanswered requests.
The UAE should continue with its

efforts to fully establish its EOI unit,
particularly with its plans to increase
the staffing of the unit, and to
address the backlog of requests on
an urgent basis.
The UAEs EOI partners have

reported difficulties in communicating
with the UAE Competent Authority.
This includes cases where the UAE
did not provide certain information
on the basis of the equivalent of
Article26(3) of the OECD Model
Tax Convention. The UAE has made
efforts to facilitate discussions with
key partners since the establishment
of the EOI Unit.
The UAE should increase its efforts

to discuss and understand issues
raised by its EOI partners through
direct communication, including the
provision of status updates. The UAE
should also engage in a dialogue in
cases where it intends not to provide
the information.
SUMMARY OF DETERMINATIONS AND FACTORS UNDERLYING RECOMMENDATIONS 149
Summary of determinations and factors

underlyingrecommendations
Overall Rating
PARTIALLY COMPLIANT
Determination
Factors underlying
recommendations
Recommendations
Jurisdictions should ensure that ownership and identity information for all relevant entities
and arrangements is available to their competent authorities (ToR A.1)
Phase1: The element
is in place, but certain
aspects of the legal
implementation of
the element need
improvement.
It is not clear that foreign

companies having their
main offices or effective
management in the Dubai
Airport Free zone are obliged
to maintain ownership
information or provide it
to the authorities and thus
such information may not be
available to the competent
authority.
The UAE should clarify

that ownership information
is available for foreign
companies having their
main offices or effective
management in the UAE in all
cases.
Identity information may not

be consistently available in
respect of foreign trusts which
have an administrator or
trustee in the UAE or in a free
zone other than the DIFC.
An obligation should be
established to maintain
information in all cases in
relation to settlors, trustees
and beneficiaries of those
foreign trusts which have an
administrator or trustee in the
UAE or in a free zone other
than the DIFC.
Phase2 rating:
Largely Compliant.
150 SUMMARY OF DETERMINATIONS AND FACTORS UNDERLYING RECOMMENDATIONS
Determination
Factors underlying
recommendations
Recommendations
Jurisdictions should ensure that reliable accounting records are kept for all relevant entities
and arrangements (ToR A.2)
Phase1: The element
is in place, but certain
implementation of
the element need
improvement.
Under the federal Commercial

Transactions Law (CTL)
entities in the free zones other
than financial free zones
are required to keep reliable
underlying documentation,
for a period of at least five
years. However, the legislation
in most free zones analysed
varies from the CTL.
The UAE should clarify that

all entities in the free zones
are required to keep reliable
underlying documentation, for
a period of at least five years.
The requirements to keep

underlying documentation
by DIFC entities other than
entities regulated by the
financial regulator are worded
in a general way and do not go
into detail regarding the type
of underlying documentation
to be kept, which could result
in an uneven application of the
obligation to keep underlying
documentation.
The UAE should elaborate its

requirements that underlying
documentation must be kept in
respect of all relevant entities
and arrangements in the DIFC.
UAE and free zones legislation

(with the exception of the
DIFC) do not ensure that
reliable accounting records
or underlying documentation
are kept for foreign trusts with
a resident administrator or
trustee.
The UAE and free zones laws

should expressly provide
for keeping of complete
for at least five years for
foreign trusts with resident
administrators or trustees.
Determination
Phase2 rating:
Factors underlying
recommendations
Recommendations
There is no regular oversight

with respect to the obligation
on partnerships to keep
reliable accounting records,
including underlying
documentation.
The UAE should implement

a system of oversight to
ensure that all partnerships
keep reliable accounting
records, including underlying
documentation, in practice.
Even though they are required

to have their accounts audited,
without any regular checks
by a free zone or federal
government authority there
is insufficient assurance that
reliable accounting records are
kept by offshore companies in
the Jebel Ali Free Zone. With
respect to offshore companies
in the RAK Free Zones,
compliance with accounting
record keeping obligations is
not monitored at all.
The UAE should implement a

system of oversight to ensure
that offshore companies in the
Jebel Ali Free Zone and the
RAK Free Zones keep reliable
underlying documentation, in
practice.
The UAE has not exchanged

accounting information in all
cases where it was requested
and it is not clear that the
information would have been
available.
The UAE should monitor

the availability of accounting
information, and in particular
where this is requested by an
EOI partner.
Banking information should be available for all account-holders (ToR A.3)

Phase1:
Phase2 rating:
Compliant.
Determination
Factors underlying
recommendations
Recommendations
Competent authorities should have the power to obtain and provide information that is the
subject of a request under an exchange of information arrangement from any person within
their territorial jurisdiction who is in possession or control of such information (irrespective
of any legal obligation on such person to maintain the secrecy of the information) (ToR B.1)
Phase1:
The element is in
place, but certain
implementation of
the element need
improvement.
Phase2 rating:
Partially Compliant
The process and procedures

for the other government
authorities to provide
information for EOI purposes to
the Ministry of Finance has not
been specified where no MoU
has been concluded between
the Ministry of Finance and the
relevant authority. Although
many MoUs are currently in
place, no MoUs exist yet with
the Departments of Economic
Development, which collect
information on UAE entities
that are not in the free zones.
In addition, no access powers
have been identified in the
Fujairah Free Zone.
The UAE should specify the

process and procedures
by which the most relevant
government authorities are
required to provide information
for EOI purposes to the
Ministry of Finance when
requested to do so and clarify
that access powers are
available in all instances.
Except for lawyers who are

asked to produce information
by the DIFC authorities, the
scope of legal professional
privilege appears to extend
beyond that provided for in the
international standards.
The UAE should ensure the

application of legal professional
privilege does not limit or prevent
it from responding to a request
for information made pursuant
to an international exchange of
information request.
Information with respect to

free zone entities is currently
not centralised. As a result,
the amount of specificity
necessary for the Competent
Authority to access information
that relates to free zone
entities forms an impediment
to effective EOI in some
cases, as information cannot
be obtained only on the basis
of the name of the company in
these cases.

information is accessible to
its Competent Authority in all
cases where the name of the
company has been clearly
identified by the requesting
jurisdiction.
Determination
Phase2 rating:
Partially Compliant
(continued)
Factors underlying
recommendations
Recommendations
Peer input suggests that

in many cases only partial
information was obtained by
the UAE Competent Authority.
This raises questions with
respect to the effectiveness
of the process of obtaining
information through local
authorities, which are not used
to dealing with EOI requests
for tax purposes and have little
or no expertise in this area. It
may therefore be very difficult
for them to determine which
information and documents
are meant to be obtained.
Although the UAE has already
taken steps to improve the
situation, this is still work in
progress.

the collaboration with the
local authorities does not
impede effective EOI, and in
particular that its Competent
Authority includes all relevant
details in its request to a local
authority to obtain information
for EOI purposes (without
compromising confidentiality),
so all requested information
can be obtained.
It is clear from peer input

that in a significant number
of cases received during the
three-year review period not all
information was obtained, for
example because of the issues
raised under elementsC.1
and C.5. It is therefore
unclear whether access and
compulsory powers could have
been exercised in all cases
where this would have been
required.
The UAE should monitor that

its access and compulsory
powers are effective in all
cases where information
should be obtained under
the relevant tax information
agreement.
The rights and safeguards (e.g.notification, appeal rights) that apply to persons in the
requested jurisdiction should be compatible with effective exchange of information (ToR B.2)
Phase1:
Phase2 rating:
Compliant.
Determination
Factors underlying
recommendations
Recommendations
Exchange of information mechanisms should allow for effective exchange of information

(ToR C.1)
Phase1:
The element is in
place, but certain
implementation of
the element need
improvement.
The UAEs arrangements

providing for international
exchange of information have
not been given full effect
through domestic law as
the extent of the authorities
access powers has not been
clearly specified in all cases.
It is recommended that the

UAE ensure it has complete
legislation enabling it to
give full effect to its EOI
agreements.
Phase2 rating:
It was standard practice to

include a reference to the equivalent of paragraph26(3) of the
OECD Model Tax Convention in
its response letters, irrespective
of whether all information was
exchanged or not. In general,
the objective of information
exchange is to ensure that all
foreseeably relevant information
does get exchanged. Declining
to provide certain information on
face value because it would
fall under Article26(3)(b) does
not match with this objective.
It is not unlikely that in many of
the cases additional information
is available with the requesting jurisdiction which would
enable the UAE to obtain the
information.
It is recommended that the

UAE only declines to provide
information on the basis of
the equivalent of Article26(3)
of the OECD Model Tax
Convention where this has
been clearly established after
consultation of the requesting
jurisdiction.
The jurisdictions network of information exchange mechanisms should cover all relevant
partners (ToR C.2)
Phase1:
The element is in
place, but certain
implementation of
the element need
improvement.
Delays have been experienced

in negotiating EOI agreements
and/or the time taken by the
UAE between initialling and
signing an EOI agreement.
The UAE should, expeditiously,

enter into agreements for
exchange of information (regardless of their form) with all relevant partners, meaning those
partners who are interested
in entering into an information
exchange arrangement with it.
Determination
Factors underlying
recommendations
Recommendations
Phase2 rating:
Largely Compliant.
The jurisdictions mechanisms for exchange of information should have adequate provisions
to ensure the confidentiality of information received (ToR C.3)
Phase1:
Phase2 rating:
Compliant.
The exchange of information mechanisms should respect the rights and safeguards of
taxpayers and third parties (ToR C.4)
Phase1:
The definition of information
The element is in place. subject to legal professional
privilege in the UAEs DTCs
follows that of its domestic
law, which is wider than the
scope accepted under the
international standard.
The UAE should ensure

that the scope of legal
professional privilege in its EOI
mechanisms is consistent with
the international standard.
Phase2 rating:
Compliant.
The jurisdiction should provide information under its network of agreements in a timely
manner (ToR C.5)
Phase1:
This element involves
issues of practice
that are assessed in
the Phase2 review.
Accordingly no
has been made.
Determination
Factors underlying
recommendations
Recommendations
Phase2 rating:
Non-Compliant.
The absence of any organised

process for the handling of
requests in the first two years
of the review period had an
adverse impact on effective
EOI, as only very few EOI
requests were processed at
that time. The establishment
of the EOI unit continues to
be a work in progress and
there remains a backlog of
unanswered requests.
The UAE should continue with

its efforts to fully establish its
EOI unit, particularly with its
plans to increase the staffing
of the unit, and to address
the backlog of requests on an
urgent basis.
Phase2 rating:
Non-Compliant.
The UAEs EOI partners

have reported difficulties in
communicating with the UAE
Competent Authority. This
includes cases where the
UAE did not provide certain
information on the basis of
the equivalent of Article26(3)
of the OECD Model Tax
Convention. The UAE has
made efforts to facilitate
discussions with key partners
since the establishment of the
EOI Unit.
The UAE should increase

its efforts to discuss and
understand issues raised by
its EOI partners through direct
communication, including the
provision of status updates.
The UAE should also engage
in a dialogue in cases where
it intends not to provide the
information.
(continued)
ANNEXES 157
Annex 1: Jurisdictions response to the review report31
Introduction
The UAE Competent Authority would like to express its appreciation
for the in-depth review and support provided during the Phase2 pear review
process by the UAE Assessment team and the OECD General Secretariat. We
thank the Assessment team for their effort in understanding and reviewing
in details the UAE federal set up and organizational process of the exchange
of information.
Since 2009, the UAE has supported the objectives set forth by the Global
Forum for Transparency and Exchange of Information and has been an active
member of the Steering Group of the Global Forum from 2012.
Additionally, we have cooperated with the forum in organizing series of
Regional Workshops for the MENA and Central Asia regions to promote the
role of the forum and increase awareness in standards set for transparency
and exchange of information for tax purposes.
Background
Significant efforts have been taken by the UAE to demonstrate its intentions to participate and implement the international exchange of information
and tax evasion regulations. This is illustrated by the 100 DTAs including 8
TIEAs agreements negotiated and entered into between the UAE and international partners.
The UAE is a federal state with the Ministry of Finance being the
Competent Authority. In accordance with the UAE Constitution, the ratification of any treaties or international agreement shall require deliberation and
agreement by the seven emirates of the federation. Federal laws enacted by
31.
This Annex presents the Jurisdictions response to the review report and shall not
be deemed to represent the Global Forums views.
158 ANNEXES
the Union shall apply uniformly across the UAE, including within the free
zones of the UAE.
The authority and powers have been fully granted to the Ministry of
Finance under Cabinet Resolution No.17 of 2012 to oversee and respond to
requests for information made under a bilateral agreement for the exchange
of information. Moreover, Resolution No.17 provides a mandatory legal
basis for all federal ministries and departments, local departments and
local authorities, including the free zones, to cooperate with the Ministry of
Finance in implementing the provisions of international tax agreements by
using their own access powers for the collection of information from persons
and companies within their jurisdiction, and provide such information to the
Ministry of Finance based on a request from a UAE treaty partner.
Ministry of Finance has executed MOUs with key local authorities providing for an operational framework as to how requests for information will
be handled by the respective UAE local authorities.
Legal Developments
To address the Phase1 assessment recommendations and fulfil treaties
obligations, the UAE has implemented large number of changes in its legislative and operational frameworks related to the exchange of tax information.
The UAE has now passed a new anti-money laundering law Federal
Law No.9 of 2014 amending certain provisions of Federal Law No.(4) of
2002 concerning the combating of Money Laundering Crimes. One major
development of the new AML Law is that the scope of money laundering
crime is significantly expanded. The Law has specified the administrative
sanctions that the relevant supervising authority may impose on an entity
which has committed a money laundering crime. In addition to the administrative sanctions, financial institutions are also subject to criminal
punishment (fines) for committing a money laundering crime.
Federal Law No.2 of 2015 concerning Commercial Companies came into
force on 1July 2015, replacing the existing Federal Law No.8 of 1984. The
objective of the new CCL is to continue the UAEs development into a global
standard market and business environment and, in particular, raise levels
of good corporate governance, protection of shareholders and promotion of
social responsibility of companies. Notable features of the new CCL include
the recognition of the concept of holding companies, procedures for pledging
shares, expert valuation of shares in kind (i.e.non-cash) and the requirement
to rotate auditors (for Public Joint Stock Companies) every three years.
In addition, the DIFC/DFSA also made legislative amendments in 2013
to ensure the use of its access power for exchange of information purposes.
ANNEXES 159
Currently, the DIFC is in the process of issuing a consultation paper to amend

the DIFC Companies Law and the Partnership Laws by introducing the definition of Accounting Records prescribed by the International Standard on
Auditing, which clarifies the type of underlying documentation to be retained
by companies and partnerships in the DIFC.
Ownership Information
Every company, person or establishment wishing to form an establishment in the UAE (including free zones) must submit detailed ownership
information as per applicable laws and regulations. The ownership information must be updated. The Authorities have access and monitoring powers to
obtain the information for any MoF EOI request.
Banking Information
Banking information is obtainable through the UAE Central Bank and
DIFC for the entities registered with DIFC Financial Zone.
Accounting Information
In accordance with Article30 of the Commercial Transaction Law (CTL),
companies carrying out business in the UAE are required to comply with
mandatory filing requirements requiring companies to file audited financial
accounts each year upon renewing of the companys commercial license.
CTL law applies to free trade Zones and similar requirements are
imposed on entities operating in the Financial Free Zones.
The following free zones were assessed by the assessment team and
have adopted provisions in their regulatory framework requiring companies
carrying out activities in their respective free zone to retain accounting
information: (i)JAFZA; (ii)DAFZA; and (iii)RAKIA. Based on the Phase2
report recommendations Fujairah has issued a new circular No.4 of 2016
addressing authority, powers, monitoring and accounting information
requirements.
In accordance with Article30 of the CTL, entities engaging in commercial activities in the UAE are required to keep records of all underlying
documentation relating to the affairs of the company and transactions carried
out by the company, including copies of all correspondence and invoices.
160 ANNEXES
EOI Unit
Based on phase 1 recommendation, Ministry of Finance established
signed technical assistance agreement with the World Bank in 2014 to
develop the EOI Organization structure, procedures, operational manuals, training and capacity building of the unit staff and define IT systems
requirements.
Members of the EOI Unit have undergone extensive training from the
World Bank and actively participate in various OECD trainings and workshops. Additionally, under the further guidance of the World Bank, the EOI
Unit has developed and fully implemented its XLS based system to manage
the requests. The EOI Unit engages in dialog with various Competent
Authorities by regular conference calls, email exchange and on-site visits.
Steps taken to date by the EOI Unit have established a network of communication with the Federal and Local Authorities and Free Zones which
included the execution of various MOUs and delivery of specific training
about EOI in relation to the obligations under DTAs and TIEAs entered into
by the UAE. It is anticipated that MOUs will be executed with all of the UAE
free zones in due course.
Since its establishment, EOI Unit has been fully engaged its operational
activity, the unit has exchanged responses to over 200+ requests relating
to banking and ownership information and sent over 100+ requests for
clarifications.
The Unit was responsible for the implementation of FATCA requirements
and have developed its procedures and IT systems for automatic exchange of
information.
New Developments
The UAE government has committed tothe year 2018
timetable
AEOI implementation and is actively working on this initiative. Initially, due
to the significant number of signed bilateral agreements like DTC and TIEA,
we have indicated an intention to pursue a bilateral route to AEOI implementation. However, as per Global Forum recommendations, we have already
reviewed our position and conducted internal consultations of theMultilateral
Convention on Mutual Administrative Assistance in Tax Matters and the
Multilateral Competent Authority Agreement. We are now in the process of
obtaining internal legislative approvals to join the Convention and MCAA.
Further, it should be noted that the UAE is expected to implement a VAT
tax regime, with Other GCC members by 2018, new tax authority will be
established to implements the Law.
ANNEXES 161
The emirate of Dubai has established the Dubai Free Zones Council,
the objectives of which are to create mechanisms for cooperating and unity
between the various free zones in Dubai, particularly with respect to the
transfer of knowledge, information and best practices. The Council has
started the project to create a free zones databases in order to unify all free
zones data into a single hub. Efforts have been made to create awareness by
the free zones and entities in the free zones as to the UAEs obligations to
comply with exchange for information requests.
162 ANNEXES
Annex 2: List of all exchange-of-information mechanisms in

Force
Bilateral agreements
Exchange of information agreements signed by the UAE, in alphabetical
order:
Jurisdiction
Type of arrangement
Date signed Date in force
Albania
Double taxation
convention (DTC)
Algeria
DTC
24/04/2001
25/06/2004
Andorra
DTC
28/07/2015
Not in force
Tax Information Exchange

05/02/2016
Agreement (TIEA)
Not in force
13/03/2014
25/03/2015
Argentina
Armenia
DTC
22/04/2002
23/09/2003
Austria
DTC
23/09/2003
23/09/2004
Azerbaijan
DTC
20/11/2006
12/06/2007
Bangladesh
DTC
17/01/2011
13/06/2011
Barbados
DTC
22/09/2014
Not in force
10
Belarus
DTC
27/02/2000
01/02/2001
11
Belgium
DTC
30/09/1996
22/12/2003
12
Belize
DTC
01/10/2015
Not in force
13
Benin
DTC
04/03/213
Not in force
14
Bermuda
DTC
12/02/2015
Not in force
15
Bosnia and Herzegovina
DTC
18/09/2006
19/05/2009
16
Brunei Darussalam
DTC
21/05/2013
21/11/2014
17
Bulgaria
DTC
26/06/2007
16/11/2008
18
Canada
DTC
09/06/2002
25/05/2004
19
China (Peoples Republic of)
DTC
01/07/1993
22/07/1994
ANNEXES 163
Jurisdiction
Type of arrangement
20 Colombia
TIEA
09/02/2016
Not in force
21
DTC
26/03/2015
Not in force
DTC
27/02/2011
17/03/2013
23 Czech Republic
DTC
30/09/1996
01/01/2005
24
TIEA
04/11/2015
Not in force
25 Egypt
DTC
12/04/1994
16/07/1995
26 Estonia
DTC
20/04/2011
29/03/2012
Comoros
22 Cyprusa
Denmark
27 Ethiopia
DTC
12/04/2015
Not in force
28 Faroe Islands
TIEA
02/05/2016
Not in force
29 Fiji
DTC
02/09/2012
20/12/2013
DTC
12/03/1996
26/12/1997
TIEA
27/03/2016
Not in force
DTC
26/10/2015
Not in force
32 France
DTC
19/07/1989
08/11/1994
33 Gambia
DTC
27/07/2015
Not in force
34 Georgia
DTC
24/11/2010
28/04/2011
35 Germany
DTC
01/07/2010
14/07/2011
DTC
18/01/2010
Not in force
Protocol
27/06/2013
Not in force
DTC
13/11/2011
09/07/2014
38 Hong Kong, China
DTC
11/12/2014
Not in force
39 Hungary
DTC
30/04/2013
04/10/2014
40 Iceland
TIEA
12/04/2016
Not in force
DTC
29/04/1992
30/11/1992
Protocol
27/03/2007
03/10/2007
Protocol
16/04/2012
12/03/2013
DTC
30/11/1995
01/06/1999
30 Finland
31
Former Yugoslav Republic of

Macedonia
36 Greece
37
41
42
Guinea
India
Indonesia
43 Ireland
DTC
01/07/2010
06/07/2011
44 Italy
DTC
22/01/1995
05/10/1997
45 Japan
DTC
02/05/2013
24/12/2014
46 Jersey
DTC
20/04/2016
Not in force
47
DTC
05/04/2016
Not in force
Jordan
164 ANNEXES
Jurisdiction
Type of arrangement
48 Kazakhstan
DTC
49 Kenya
50 Korea
51
Kyrgyzstan
52
Latvia

22/12/2008
27/11/2013
DTC
21/11/2011
Not in force
DTC
22/09/2003
09/03/2005
DTC
07/12/2014
Not in force
DTC
11/03/2012
11/06/2013
53 Lebanon
DTC
17/05/1998
23/03/1999
54 Libya
DTC
01/04/2013
Not in force
55 Liechtenstein
DTC
01/10/2015
Not in force
56 Lithuania
DTC
30/06/2013
19/12/2014
DTC
20/11/2005
19/06/2009
Protocol
26/10/2014
Not in force
57 Luxembourg
58 Malaysia
DTC
28/11/1995
24/09/1996
59 Malta
DTC
13/03/2006
13/09/2006
60 Mauritania
DTC
21/10/2015
Not in force
61
DTC
18/09/2006
25/09/2007
Mauritius
62 Mexico
DTC
20/11/2012
09/07/2014
63 Mongolia
DTC
21/02/2001
24/02/2004
64 Montenegro
DTC
26/03/2012
11/02/2013
65 Morocco
DTC
09/02/1999
01/07/2000
66 Mozambique
DTC
24/09/2003
02/03/2004
67
DTC
08/05/2007
02/06/2010
68 New Zealand
DTC
24/09/2003
29/07/2004
69 Nigeria
DTC
18/01/2016
Not in force
70
Norway
TIEA
03/11/2015
Not in force
71
Pakistan
DTC
07/02/1993
20/11/2000
Not in force
Netherlands
72
Palestinian Authority
DTC
24/09/2012
73
Panama
DTC
13/10/2012
23/10/2013
74
Philippines
DTC
23/09/2003
20/10/2008
75
Poland
DTC
31/01/1993
03/02/1994
Protocol
11/12/2013
01/05/2015
76
Portugal
DTC
17/01/2011
22/05/2012
DTC
11/04/1993
23/01/1996
77 Romania
DTC new
04/05/2015
Not in force
78
Russia
DTC
07/12/2011
23/06/2013
79
Senegal
DTC
22/10/2015
Not in force
ANNEXES 165
Jurisdiction
Type of arrangement
80 Serbia
DTC
13/01/2013
02/07/2013
81
DTC
19/09/2006
14/04/2007
DTC
01/12/1995
18/07/1996
Seychelles
82 Singapore
Protocol
31/10/2014
Not in force
83 Slovak Republic
DTC
21/12/2015
Not in force
84 Slovenia
DTC
20/10/2013
29/09/2014
85 South Africa
DTC
23/11/2015
Not in force
86 Spain
DTC
05/03/2006
02/04/2007
87
DTC
24/09/2003
04/07/2004
Sri Lanka
88 Sudan
DTC
15/03/2001
06/06/2004
89 Sweden
TIEA
05/11/2015
Not in force
90 Switzerland
DTC
6/10/2011
21/10/2012
91
DTC
26/01/2000
12/01/2002
Syrian Arab Republic
92 Tajikistan
DTC
17/12/1995
27/03/2000
93 Thailand
DTC
01/03/2000
04/01/2001
94 Tunisia
DTC
10/04/1996
27/05/1997
95 Turkey
DTC
29/01/1993
29/01/1995
96 Turkmenistan
DTC
09/06/1998
30/12/2011
97
DTC
08/06/2015
Not in force
98 Ukraine
DTC
22/01/2003
09/03/2004
99 United Kingdom
DTC
12/04/2016
Not in force
Uganda
100 Uruguay
DTC
10/10/2014
Not in force
101 Uzbekistan
DTC
26/10/2007
25/02/2011
102 Venezuela
DTC
11/12/2010
20/06/2011
103 Viet Nam
DTC
16/02/2009
12/04/2010
104 Yemen
DTC
13/02/2001
29/04/2004
Note: a. Note by Turkey: The information in this document with reference to Cyprus relates to the
southern part of the Island. There is no single authority representing both Turkish and Greek
Cypriot people on the Island. Turkey recognises the Turkish Republic of Northern Cyprus
(TRNC). Until a lasting and equitable solution is found within the context of the United
Nations, Turkey shall preserve its position concerning the Cyprus issue.
Note by all the European Union Member States of the OECD and the European Union: The
Republic of Cyprus is recognised by all members of the United Nations with the exception of
Turkey. The information in this document relates to the area under the effective control of the
Government of the Republic of Cyprus.
166 ANNEXES
Annex3: List of all laws, regulations and other material

received
Commercial laws
Federal Law 2/2015 Commercial Companies Law CCL
Federal Law 2/2008 National Societies and Associations of Public
Welfare
Federal Law 29/1999 on Formation of Public organisation of Endowments
Federal Law 18/1993 Commercial Transactions Law (CTL)
Tax laws
Abu Dhabi Income Tax Decree 1965
Dubai Income Tax Decree 1969
Sharjah Income Tax Decree 1968
Banking and financial regulation laws

Union Law 10/1980 Concerning the Central Bank, the Monetary System
and Organisation of Banking Central Bank Law
Federal Law 6/1985 Islamic Banks, Financial Institutions and Investment
Companies
Federal Law 6/2010 on Credit Information
Federal Law 6/2007 Insurance Law
ANNEXES 167
AML laws
Federal Law 4/2002 Concerning Anti Money Laundering and Combating
Terrorism Financing (AML law), as amended by Law 9/2014 [by
Cabinet Resolution No.38 of 2014]
Central Bank Decision 17R/2010 on Procedures for AML CFT
Central bank Regulation 24/2000 Procedure for Anti Money Laundering
Provisions applicable to financial institutions
Addendum to Circular No.24/2000 dated 17June 2008
Ministry of Justice Circular 8/2010issued by Ministry of Justice applicable to Lawyers
Ministry of Economy Circular of 16July 2002 on AML Procedures for
Auditors
DIFC Financial Anti-Money Laundering and Anti-Terrorist Financing
Regulation 2007
SCA Chairman of the Board of Directors Resolution No.17/R of 2010 on
Procedures of Combating Money-Laundering and Financing Terrorism
DIFC
Federal Law 8/2004 Financial Free Zones
DIFC Law 1/2004 Regulatory Law
DIFC Laws Amendment Law, No.7 of 2012
DIFC Companies Law 2/2009 DCL
DIFC Companies Law Amendment Law, No.2 of 2013
DIFC Companies Regulations DCR
DIFC Law 11/2004 General Partnership Law (GPL)
DIFC General Partnership Law Amendment Law, No.3 of 2013
DIFC General Partnership Regulations (GPR)
DIFC Law 5/2004 Limited Liability Partnership Law (LLPL)
DIFC Limited Liability Partnership Law Amendment Law, No.5 of 2013
DIFC Limited Liability Partnership Regulations (LLPR)
DIFC Law 4/2006 Limited Partnership Law (LPL)
168 ANNEXES
DIFC Limited Partnership Law Amendment Law, No.4 of 2013
DIFC Limited Partnership Regulations (LPR)
DIFC Law 11 2005 Trust Law
DIFC Law 2/2010 Collective Investment Law
DIFC Law 5/2006 Investment Trust Law
DSFA Conduct of Business Rules
DFSA Ancillary Service Providers Rules
DFSA The Rule Book General Module GEN
Free zones
Law 1/1980 Creation of Jebel Ali Port Free Zone
Decree 1/1985 Creation of Free Zone Authority at Jebel Ali Port Zone
Law 9/1982 The formation of Establishments with Legal Personality at
Jebel Ali Port Implementation
Regulation 1/1992-issued by Jebel Ali Free Zone Authority Free Zone
Establishment
Implementation Regulation 1/1999 issued by Jebel Ali Free Zone Authority
Free Zone Company
Offshore Companies Regulations 2003 Jebel Ali Free Zone Authority
Implementation Regulation 1/2000 Free Zone Company Dubai Airport
Free Zone Authority
Law 25/2009 concerning the Free Zone in Dubai International Airport
Implementing Regulation 1/1998 Dubai Airport Free Zone Establishment
issued by Dubai Airport Free Zone Authority
Law 1/2004 Free Zone Law Emirate of Fujairah
Operation Manual Fujairah Free Zone Authority
RAK International Business Companies Regulations 2006 RAK Offshore
RAK International Companies Regulations 2006
RAK ICC Business Companies Regulations 2016
RAK International Companies Anti Money Laundering Policies and
Procedures
Rules and Regulations Ras Al Khaimah Free Trade Zone Authority
ANNEXES 169
Other
Ministerial Decree 196/03/1989 Empowering the MOF to negotiate and
sign bilateral treaties for the Avoidance of Double Taxation with Arab
and Foreign States
Ministerial Circular 454/2010
Abu Dhabi Emiri Decree 4/1971
Cabinet Resolution 42/2009
Council of Ministers Resolution No.17 of 2012
Dubai Law 12/2004
Dubai Law 9 as amended by Law 7
Dubai Law 25/2008
Dubai Law 13/2011
Federal Decree 35/2004
Federal Law 17/2004 (Anti-Fronting Law)
Federal Law 11/2008 (Human Resources in Federal Government)
Law Combating Cybercrimes (Law 5/2012)
Ministerial Decision 377/2010 Licensing of branches and representative
offices of foreign companies in the UAE
Customers Guide For opening a branch or office of Facility established
abroad or in the UAE free zones
Decision 33R/2009 regulation on the keeper of private shareholding
companies register
SCA Board of Directors Decision 2R/2000 concerning the regulation for
market membership
SCA Board of Directors Resolution 3/R/2000 Transparency Rules for
Listed Companies in the UAE Market
SCA Board of Directors Resolution No.37 of 2012 concerning Investment
Funds Regulations
UAE Constitution
170 ANNEXES
Annex4: Persons interviewed during on-site visit

Officials from the Ministry of Finance (including officials from the UAE
Competent Authority)
Official from the Ministry of Foreign Affairs
Officials from the UAE Central Bank
Representative from the Department of Economic Development of Dubai
Representatives from the Dubai Airport Free Zones Authority
Representatives from the Fujairah Free Zones Authority
Representatives from the Jebel Ali Free Zones Authority
Representatives from the RAK Free Zones Authorities
Representatives from the Dubai International Financial Centre (including
representatives from the Dubai Financial Services Authority)
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This report contains a Phase 2: Implementation of the Standards in Practice review,
as well as revised version of the Phase 1: Legal and Regulatory Framework review
already released for this country.
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the multilateral framework within which work in the area of tax transparency and exchange
of information is carried out by over 130 jurisdictions which participate in the work
of the Global Forum on an equal footing.
The Global Forum is charged with in-depth monitoring and peer review of the implementation
of the standards of transparency and exchange of information for tax purposes.
These standards are primarily reflected in the 2002 OECD Model Agreement on Exchange
of Information on Tax Matters and its commentary, and in Article 26 of the OECD Model Tax
Convention on Income and on Capital and its commentary as updated in 2004, which has
been incorporated in the UN Model Tax Convention.
The standards provide for international exchange on request of foreseeably relevant
information for the administration or enforcement of the domestic tax laws of a requesting
party. Fishing expeditions are not authorised, but all foreseeably relevant information
must be provided, including bank information and information held by fiduciaries, regardless
of the existence of a domestic tax interest or the application of a dual criminality standard.
All members of the Global Forum, as well as jurisdictions identified by the Global Forum
as relevant to its work, are being reviewed. This process is undertaken in two phases.
Phase 1 reviews assess the quality of a jurisdictions legal and regulatory framework
for the exchange of information, while Phase 2 reviews look at the practical implementation
of that framework. Some Global Forum members are undergoing combined Phase 1
plus Phase 2 reviews. The ultimate goal is to help jurisdictions to effectively implement
the international standards of transparency and exchange of information for tax purposes.
All review reports are published once approved by the Global Forum and they thus represent
agreed Global Forum reports.
For more information on the work of the Global Forum on Transparency and Exchange
of Information for Tax Purposes, and for copies of the published review reports, please visit
www.oecd.org/tax/transparency and www.eoi-tax.org.
Consult this publication on line at http://dx.doi.org/10.1787/9789264258891-en.

This work is published on the OECD iLibrary, which gathers all OECD books, periodicals and
statistical databases.
Visit www.oecd-ilibrary.org for more information.
ISBN 978-92-64-25888-4
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Peer Review Report Phase 2 Implementation of The Standard in Practice

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GLOBAL FORUM ON TRANSPARENCY AND EXCHANGE

OF INFORMATION FOR TAX PURPOSES

Peer Review Report

This work is published on the responsibility of the Secretary-General of the OECD.

Please cite this publication as:

ISBN 978-92-64-25888-4 (print)

This work is published on the responsibility of the Secretary-General of the OECD.

Please cite this publication as:

ISBN 978-92-64-25888-4 (print)

About the Global Forum  5

PEER REVIEW REPORT PHASE 2 UNITED ARAB EMIRATES OECD 2016

PEER REVIEW REPORT PHASE 2 UNITED ARAB EMIRATES OECD 2016

ABOUT THE GLOBAL FORUM 5

About the Global Forum

PEER REVIEW REPORT PHASE 2 UNITED ARAB EMIRATES OECD 2016

PEER REVIEW REPORT PHASE 2 UNITED ARAB EMIRATES OECD 2016

PEER REVIEW REPORT PHASE 2 UNITED ARAB EMIRATES OECD 2016

PEER REVIEW REPORT PHASE 2 UNITED ARAB EMIRATES OECD 2016

PEER REVIEW REPORT PHASE 2 UNITED ARAB EMIRATES OECD 2016

PEER REVIEW REPORT PHASE 2 UNITED ARAB EMIRATES OECD 2016

PEER REVIEW REPORT PHASE 2 UNITED ARAB EMIRATES OECD 2016

Overview of the United Arab Emirates

PEER REVIEW REPORT PHASE 2 UNITED ARAB EMIRATES OECD 2016

PEER REVIEW REPORT PHASE 2 UNITED ARAB EMIRATES OECD 2016

General information on legal system and the taxation system

PEER REVIEW REPORT PHASE 2 UNITED ARAB EMIRATES OECD 2016

Ministerial decisions. The provisions of the Constitution prevail over any

PEER REVIEW REPORT PHASE 2 UNITED ARAB EMIRATES OECD 2016

Overview of the financial sector and relevant professions

PEER REVIEW REPORT PHASE 2 UNITED ARAB EMIRATES OECD 2016

stands at seven. Deposits at Islamic banks in the UAE were AED273billion

PEER REVIEW REPORT PHASE 2 UNITED ARAB EMIRATES OECD 2016

The Dubai International Financial Centre (DIFC)

For more information see www.difc.ae/about.

PEER REVIEW REPORT PHASE 2 UNITED ARAB EMIRATES OECD 2016

Anti-money laundering and customer due diligence

PEER REVIEW REPORT PHASE 2 UNITED ARAB EMIRATES OECD 2016

Compliance with the Standards: Availability of information 23

Compliance with the Standards

PEER REVIEW REPORT PHASE 2 UNITED ARAB EMIRATES OECD 2016

24 Compliance with the Standards: Availability of information

PEER REVIEW REPORT PHASE 2 UNITED ARAB EMIRATES OECD 2016

Compliance with the Standards: Availability of information 25

A.1 Ownership and identity information

PEER REVIEW REPORT PHASE 2 UNITED ARAB EMIRATES OECD 2016

26 Compliance with the Standards: Availability of information

private joint stock companies (Arts.255-265 CCL): Such a company

PEER REVIEW REPORT PHASE 2 UNITED ARAB EMIRATES OECD 2016

Compliance with the Standards: Availability of information 27

be joint stock companies (or branches of foreign companies) and must be

Information held by government authorities

Public joint stock companies

PEER REVIEW REPORT PHASE 2 UNITED ARAB EMIRATES OECD 2016

28 Compliance with the Standards: Availability of information

Private joint stock companies

PEER REVIEW REPORT PHASE 2 UNITED ARAB EMIRATES OECD 2016

Compliance with the Standards: Availability of information 29

Limited liability companies

Information held by companies

PEER REVIEW REPORT PHASE 2 UNITED ARAB EMIRATES OECD 2016

30 Compliance with the Standards: Availability of information

an official certificate from the competent authority of the country

a true copy of the national identification document of the agent (if

About the Global Forum 5