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Lesson 3 — The Corporate Tax group test: eight conditions, all of them

The Corporate Tax obligation reads in the opposite direction. A Resident Parent Company may form a Tax Group with one or more Resident Subsidiaries where all of the following conditions are met. There is no alternative route, no substitute limb and no rounding. Source: Federal Decree-Law 47/2022, Art. 40(1).

# Condition under Art. 40(1) Kind
1 The Parent Company and the Subsidiary are both juridical persons Status
2 The Parent owns at least 95% of the share capital, directly or indirectly Percentage
3 The Parent holds at least 95% of the voting rights Percentage
4 The Parent is entitled to at least 95% of the profits and net assets Percentage
5 Neither of them is an Exempt Person Status
6 Neither of them is a Qualifying Free Zone Person Status
7 Both have the same Financial Year Status
8 Both prepare their financial statements using the same accounting standards Status

The group is then one Taxable Person, not a filing convenience. Art. 40(4) treats the Tax Group as a single Taxable Person, represented by the Parent Company. That is the sentence to quote when somebody asks why the subsidiaries have stopped filing separately. Source: Federal Decree-Law 47/2022, Art. 40(4).

Ministerial Decision 301 of 2024 is the rule set that fills in the detail, and it is the only one this module implements. It was issued on 9 December 2024, applies to tax periods commencing on or after 1 January 2025, and replaces Ministerial Decision 125 of 2023 — which continues to apply to tax periods that began before that date. Two rule sets exist, and which one applies is decided by the period, not by today's date. Source: Ministerial Decision 301 of 2024.

Art. 2 adds continuity, and a definition. The Art. 40(1) conditions must be met continuously throughout the tax period, so a structure that is compliant on the first day and on the last is not enough if it lapsed in between. And share capital means the nominal issued and paid-up capital — not authorised capital, not a valuation, and not a management view of economic ownership. Source: Ministerial Decision 301 of 2024, Art. 2.

Art. 3 adds a residence condition with teeth. Members must be Resident Persons that are not treated as resident in another jurisdiction under an international agreement in force. Where a member becomes resident elsewhere, it is treated as leaving the group from the start of that tax period — not from the date on which the treaty position changed. A mid-year change therefore reaches backwards across months you have already reported on. Source: Ministerial Decision 301 of 2024, Art. 3.

Art. 5 sets the deadline, and it is earlier than most people expect. The application to form the group must be made before the end of the relevant tax period. There is no post-year-end election here and no filing-deadline grace period: a group you decide to form in March 2027 for the year ended 31 December 2026 is a group for 2027, not for 2026. Source: Ministerial Decision 301 of 2024, Art. 5.

The click path. Open Accounting → Configuration → UAE Tax Groups → CT Tax Groups, create the group, add each member, and fill in that member's interests and conditions. The three percentage limbs are checked against the three separately configured thresholds from Lesson 1, and the status conditions are recorded against the member. The module reuses the Corporate Tax period model from odoone_uae_tax_reports, so the periods you already work with are the periods over which a group is tested.

The failure mode: a condition that was true when you applied and stopped being true in June. Continuity under Art. 2 is a live obligation rather than a formation checklist. A subsidiary that drops to 88% for seven months, adopts a different reporting framework, or becomes treaty-resident elsewhere has broken a condition for the whole period, and nothing will announce it at the time. Put a calendar review against every Art. 40(1) condition at least once a quarter, and treat a share transfer, a treaty change and an accounting-policy change as events that require the group to be re-tested.

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