Is a company liable for Corporate Tax during liquidation?

8. Corporate Tax Deregistration If a juridical person is no longer subject to Corporate Tax, they should deregister. This will most commonly occur when a Business or Business Activity ceases, but could also occur due to dissolution or liquidation or other circumstances. In order to deregister from Corporate Tax, a juridical person must make an application to the FTA.46 Once approved, the date of deregistration will be the date the Business or Business Activity ceased, unless the FTA determines that another date should be used.47 In order to be deregistered, a Taxable Person must meet all of their tax compliance obligations such as filing all of the relevant Tax Returns and paying all Corporate Tax liabilities and administrative penalties due.48 A juridical person is required to file a Tax Deregistration application within 3 months of the date the entity ceases to exist, cessation of the Business, dissolution, liquidation or otherwise.49 Example 18: Deregistration Company ABC is a UAE resident company. The company’s Tax Period runs from 1 January to 31 December. Company ABC ceased trading on 31 December 2025. On 3 January 2026, the company made an application to the FTA to be deregistered for Corporate Tax purposes. The last Corporate Tax Return filed by Company ABC was for the Tax Period 1 January 2024 to 31 December 2024. As Company ABC has not filed its Corporate Tax Return for the Tax Period 1 January to 31 December 2025, this return must be filed and any tax due paid before the FTA approves the deregistration of the company. Example 19: Deregistration Company DD is a UAE resident company. The company’s Tax Period runs from 1 June to 31 May. The company was liquidated on 31 May 2025. Before being liquidated, Company DD filed all required Corporate Tax Returns up to the Tax Period ending on 31 May 2025 and has no outstanding Corporate Tax liabilities. The 46 Article 52(1) of the Corporate Tax Law. 47 Article 52(3) of the Corporate Tax Law. 48 Article 52(2) of the Corporate Tax Law. 49 Article 2(2) of FTA Decision No. 6 of 2023. Corporate Tax Guide I Registration of Resident Juridical Persons I CTGRJP1 30

Article 23 – Participation Exemption 1. Income from a Participating Interest shall be exempt from Corporate Tax, subject to the conditions of this Article. 2. A Participating Interest means, a 5% (five percent) or greater ownership interest in the shares or capital of a juridical person, referred to as a “Participation” for the purposes of this Chapter where all of the following conditions are met: a. The Taxable Person has held, or has the intention to hold, the Participating Interest for an uninterrupted period of at least (12) twelve months. b. The Participation is subject to Corporate Tax or any other tax imposed under the applicable legislation of the country or territory in which the juridical person is resident which is of a similar character to Corporate Tax at a rate not less than the rate specified in paragraph (b) of Clause 1 of Article 3 of this Decree-Law. c. The ownership interest in the Participation entitles the Taxable Person to receive not less than 5% (five percent) of the profits available for distribution Federal Decree-Law No. 47 of 2022 and its amendments – Unofficial translation (as published by the Ministry of Finance) 29 by the Participation, and not less than 5% (five percent) of the liquidation proceeds on cessation of the Participation. d. Not more than 50% (fifty percent) of the direct and indirect assets of the Participation consist of ownership interests or entitlements that would not have qualified for an exemption from Corporate Tax under this Article if held directly by the Taxable Person, subject to any conditions that may be prescribed under paragraph (e) of this Clause. e. Any other conditions as may be prescribed by the Minister. 3. A Participation shall be treated as having met the condition under paragraph (b) of Clause 2 of this Article where all of the following conditions are met: a. The principal objective and activity of the Participation is the acquisition and holding of shares or equitable interests that meet the conditions of Clause 2 of this Article. b. The income of the Participation derived during the relevant Tax Period or Tax Periods substantially consists of income from Participating Interests. 4. A Participation in a Qualifying Free Zone Person or an Exempt Person shall be treated as having met the condition under paragraph (b) of Clause 2 of this Article, subject to any conditions that may be prescribed by the Minister. 5. Where the conditions of Clause 2 of this Article continue to be met, the following income shall not be taken into account in determining Taxable Income: a. Dividends and other profit distributions received from a foreign Participation that is not a Resident Person under paragraph (b) of Clause 3 of Article 11 of this Decree-Law. b. Gains or losses on the transfer, sale, or other disposition of a Participating Interest (or part thereof) derived after expiry of the time period specified in paragraph (a) of Clause 2 or Clause 9 of this Article. c. Foreign exchange gains or losses in relation to a Participating Interest. d. Impairment gains or losses in relation to a Participating Interest. 6. The exemption under this Article shall not apply to income derived by the Taxable Person from a Participating Interest insofar as: a. the Participation can claim a deduction for the dividend or other distributions made to the Taxable Person under the applicable tax legislation; Federal Decree-Law No. 47 of 2022 and its amendments – Unofficial translation (as published by the Ministry of Finance) 30 b. the Taxable Person has recognised a deductible impairment loss in respect of the Participating Interest prior to the Participating Interest meeting the conditions of Clause 2 of this Article; c. the Taxable Person or its Related Party who is subject to Corporate Tax under this Decree-Law has recognised a deductible impairment loss in respect of a loan receivable from the Participation. 7. Where the impairment loss referred to in paragraph (c) of Clause 6 of this Article is reversed in a subsequent Tax Period, the associated income of the Taxable Person shall be exempt from Corporate Tax in that Tax Period up to the amount of income from the Participating Interest that was not exempted under paragraph (c) of Clause 6 of this Article. 8. The exemption under this Article does not apply to a loss realised on the liquidation of a Participation. 9. The exemption under this Article shall not apply for a period of (2) two years where a Participation was acquired in exchange for the transfer of an ownership interest that did not meet the conditions of Clause 2 of this Article or a transfer that was exempted under Article 26 or 27 of this Decree-Law. 10. Where a Taxable Person fails to hold a 5% (five percent) or greater ownership interest in the Participation for an uninterrupted period of at least (12) twelve months, any income previously not taken into account under this Article shall be included in the calculation of the Taxable Income in the Tax Period in which the ownership interest in the Participation falls below 5% (five percent). 11. The Minister may prescribe that an ownership interest in the shares or capital of a juridical person meets the minimum ownership requirement under Clause 2 of this Article where the acquisition cost of that ownership interest exceeds a threshold specified by the Minister.

Article 12 – Liquidation Proceeds and Losses 1. For the purposes of Clause 8 of Article 23 of the Corporate Tax Law, a Participation shall be considered liquidated if it ceases to have legal existence. 2. A liquidation loss shall be calculated as the difference between the acquisition cost of the Participating Interest, adjusted for any part disposals as per Clause 5 of Article 8 of this Decision, and the fair value of the liquidation proceeds received by the Taxable Person. 3. The provisions under Articles 26 and 27 of the Corporate Tax Law shall not apply where assets or liabilities are transferred to the Taxable Person as a result of a liquidation as specified under Clause 1 of this Article. 4. The liquidation loss under Clause 1 of this Article shall be adjusted for the following in the relevant Tax Period and the preceding Tax Period, as applicable: a. Tax Losses transferred by the Participation to the Taxable Person. b. Exempt Dividends or other profit distributions received by the Taxable Person from the Participation. c. Income or gains on the transfer of assets or liabilities between the Taxable Person and the Participation not taken into account under Article 26 or Article 27 of the Corporate Tax Law.

6.2.4.3. Reduction or repurchase of capital The repayment, reduction or repurchase of capital subscribed, for instance a restructuring of a company’s share capital, may result in a gain in respect of the Participation (see Section 3.1.5.1). 6.2.4.4. Distribution of a Participation as a Dividend in kind The distribution of a Participating Interest as a Dividend in kind may result in a gain at the level of the transferring entity, i.e. Taxable Person (see Section 3.1.4). 6.2.5. Liquidation A Participation is considered as liquidated if it ceases to have a legal existence.96 For a company this could mean its formal closure as evidenced by its removal from the relevant register of companies. Gains in respect of the liquidation of a Participating Interest are exempt from Corporate Tax. As an exception to the general rule, losses realised on the liquidation of a Participating Interest are not exempt, but rather they are deductible from Taxable Income.97 The gain or loss from a liquidation is computed as the difference between the acquisition cost of the Participation for Corporate Tax purposes (which will include any related capitalised costs or fees – see Section 7.2) and the fair value of the liquidation proceeds received by the Taxable Person. 98 All liquidation proceeds (even to the extent they may represent accumulated net profit of the entity which is being liquidated) received by the Taxable Person will be considered as capital distributions and not Dividends or other profit distributions, and accordingly will be included in the calculation of the gain or loss from liquidation. Insofar as any part disposals of the Participation have taken place, the aggregated historical acquisition costs are to be reduced in proportion to the average acquisition cost attributable to the part of the ownership interest that is disposed of.99 Any of the following items taken into account in the Tax Period in which the liquidation took place and the previous Tax Period must be reversed by the Taxable Person when determining the liquidation loss:100 96 Article 12(1) of Ministerial Decision No. 116 of 2023. 97 Article 23(8) of the Corporate Tax Law. 98 Article 12(2) of Ministerial Decision No. 116 of 2023. 99 Article 8(5) of Ministerial Decision No. 116 of 2023. 100 Article 12(4) of Ministerial Decision No. 116 of 2023. Corporate Tax Guide | Exempt Income: Dividends and Participation Exemption | CTGEXI1 54