Who Must File Audited Financial Statements Under Ministerial Decision 84

Article 2 of Ministerial Decision No. 84 of 2025 sets out three obligations, and it is worth reading them as three rather than as one rule with exceptions, because they attach to different persons for different reasons.

Ministerial Decision No. 84 of 2025 repealed Ministerial Decision No. 82 of 2023, which continues to apply only to tax periods that commenced before 1 January 2025. Under the new text, the tax group obligation in Article 2(2) carries no revenue condition: a tax group prepares audited special purpose financial statements, full stop.

That is a materially different position for a small group. Two or three modest companies that elected to form a tax group — often for the administrative simplicity of a single return — now sit inside an audit requirement that a comparable standalone company below AED 50 million does not face. Whether forming the group was worth it is a question worth re-asking on those terms.

"Special purpose" is doing real work in that sentence, too. These are not ordinary consolidated statements; the form, procedures and rules are specified by the Federal Tax Authority, and an auditor who has not done one before will need lead time to establish what is being asked for.

The audit obligation in Article 2(1)(b) attaches to a Qualifying Free Zone Person, which is a corporate tax status with conditions, not a description of where a company is registered. A company that does not meet the QFZP conditions when registering an entity inside a zone is not brought into the audit requirement by its address; it is treated like any other taxable person and tested against the AED 50,000,000 threshold.

This cuts both ways in practice. Free-zone companies well below the threshold sometimes commission an audit they did not need, because the licensing authority asks for one and they assume the tax requirement is the same requirement. Others rely on the 0% rate on qualifying income while never producing the audited statements that the status itself obliges them to maintain.

The decision applies to tax periods commencing on or after 1 January 2025, so the first affected period depends entirely on your financial year rather than on any single national date. The return deadline is nine months from the end of the tax period.

The failure pattern here is predictable and expensive. A business establishes in month seven that it needs audited statements, appoints an auditor, and then spends the remaining time reconstructing a year of records to a standard they were never kept to. The audit fee is the smaller part of that cost; the larger part is the internal time and the risk of filing late while it runs.

The businesses for which this cycle is uneventful are the ones whose bookkeeping was already at a standard an auditor could work from — reconciliations done monthly, supporting documents filed against transactions, related-party balances agreed rather than assumed. None of that is an audit requirement as such. It is what makes the audit cheap.