By Mufeedha Mustafa, Associate Lawyer — Corporate Department. Reviewed by Dr. Abdultaiyab Bahrainwala, Partner & Senior Lawyer.
Most UAE companies do not get into trouble because of a lawsuit. They get into trouble because a renewal date passed quietly: the trade license expired, the corporate tax registration was never done, or the UBO register was never updated after a share transfer. Each miss carries its own fine, and the fines stack. Here are the recurring obligations for a mainland UAE company in 2026, the statute behind each one, and a checklist for whoever manages your PRO and accounting work.
1. Trade license renewal: the deadline everything else hangs on
Every UAE commercial license is issued for a fixed term, normally one year, and must be renewed with the licensing authority of your emirate (in Dubai, the Department of Economy and Tourism). Renewal usually requires a valid tenancy contract (Ejari in Dubai) and payment of the fees, and can often be completed online in a day.
What happens if you let it lapse is less forgiving:
- Late fines accrue monthly. In Dubai, the standard penalty is AED 250 for every month of delay after the grace period, and trading on an expired license can attract a further fine and administrative closure of the premises.
- Government services freeze. An expired license blocks new work permits and employee visa renewals, which can leave staff out of status through no fault of their own. If that triggers employment disputes, see our labour law practice.
- Banks notice. The trade license is a core KYC document. Banks can restrict or freeze corporate accounts when the license on file has expired.
- Prolonged non-renewal can lead to blacklisting of the company and its signatories, complicating any future license application.
Free zone companies face the same logic with their own registrar, and many free zones suspend the entity automatically on expiry. The license renewal date is the anchor of your compliance calendar — diarise it sixty days ahead.
2. Registers and meetings under the Commercial Companies Law
Mainland companies are governed by Federal Decree-Law No. 32 of 2021 on Commercial Companies, which was substantially amended by Federal Decree-Law No. 20 of 2025 (in force from October 2025). Two recurring obligations are routinely forgotten:
Statutory registers
An LLC must maintain at its head office an up-to-date register of its partners — names, nationalities, shareholdings and transfers. This is separate from the UBO register discussed below, and it must reflect reality: banks and buyers in due diligence ask for these registers first, and an out-of-date register undermines any transaction that relies on it.
The annual general assembly
The general assembly of an LLC must convene at least once a year, within four months of the end of the financial year, to approve the accounts and the manager’s report. For a December year-end that means by 30 April. Many owner-managed companies skip this entirely; the cure is a short set of minutes prepared and signed on time. Our corporate and commercial team prepares these as part of an annual retainer, together with manager reappointments and auditor confirmations.
3. The UBO register: updated within 15 days, not once at setup
Under Cabinet Decision No. 109 of 2023 on the real beneficiary procedures (which replaced the 2020 rules in November 2023), every company licensed in the UAE outside the financial free zones must identify each natural person who ultimately owns or controls 25% or more of the company, keep a real beneficiary register, and file that information with its licensing authority. Changes must be notified within 15 days — this is the part businesses forget. A share sale, a new corporate shareholder above the threshold, or a restructuring all trigger an update.
Penalties are set out in Cabinet Decision No. 132 of 2023 and escalate from a written warning to fines of up to AED 100,000 and license suspension for repeated violations. UBO filings are also one of the first things checked when a company is involved in litigation or a regulatory inquiry, so an inaccurate register can do damage well beyond the fine.
4. Economic substance: largely retired — but check your back years
The Economic Substance Regulations (Cabinet Decision No. 57 of 2020) were rolled back by Cabinet Decision No. 98 of 2024. The position for 2026 is:
- No ESR notifications or reports are required for financial years starting on or after 1 January 2023.
- ESR obligations still stand for financial years that ended on or before 31 December 2022 — open assessments for those years can still be pursued.
- Fines imposed for financial years ending after 31 December 2022 were cancelled, and fines already paid for those years are refundable.
Action for 2026: nothing to file going forward, but if your company paid an ESR penalty relating to 2023, claim the refund, and keep your 2019–2022 ESR records available.
5. Corporate tax: registration first, then the nine-month cycle
Corporate tax under Federal Decree-Law No. 47 of 2022 applies to financial years starting on or after 1 June 2023, and registration is mandatory for taxable persons — including free zone companies and companies with no profit. The deadlines come from FTA Decision No. 3 of 2024:
- Existing companies had staggered 2024 deadlines based on their license issue month; if you missed yours, you are late now, not “waiting”.
- New companies incorporated on or after 1 March 2024 must register within three months of incorporation.
- Individuals carrying on business with turnover above AED 1 million must register by 31 March of the following year.
Late registration carries a fixed AED 10,000 penalty under Cabinet Decision No. 75 of 2023 (as amended by Cabinet Decision No. 10 of 2024). A 2025 FTA initiative waives or refunds that penalty where the first corporate tax return is filed within seven months of the end of the first tax period — but the window is tied to your own first tax period, and for many companies it has already closed (for a December 2025 first year-end it expired on 31 July 2026), so check whether your company’s first-period deadline has passed before relying on it. Thereafter the rhythm is annual: file the return and pay any tax due within nine months of each financial year end (30 September for a December year-end).
6. goAML registration for DNFBPs
If your license covers real estate brokerage, dealing in precious metals or stones, auditing or accounting, or corporate service provision, you are a Designated Non-Financial Business or Profession (DNFBP) under the UAE’s anti-money-laundering framework, Federal Decree-Law No. 10 of 2025 (which replaced Federal Decree-Law No. 20 of 2018 from 14 October 2025) and its Implementing Regulation, Cabinet Resolution No. 134 of 2025, which also added licensed gaming operators to the DNFBP list. DNFBPs must register on the goAML portal, appoint a compliance officer, and file suspicious transaction reports. Registration is triggered by the licensed activity itself — low transaction volume is not an exemption. Failure to register attracts penalties under Cabinet Resolution No. 71 of 2024, starting at AED 50,000 and rising to AED 1,000,000, and supervisory authorities hold wider penalty powers under Article 17 of Federal Decree-Law No. 10 of 2025 of AED 10,000 up to AED 5,000,000 — the new law also introduces personal liability for managers and directors, one more reason not to leave registration pending. Unpaid regulatory fines also follow the company: they surface in debt recovery and liquidation scenarios as preferred government claims.
The 2026 annual compliance checklist
- 60 days before license expiry: confirm tenancy/Ejari validity, budget renewal fees, start renewal.
- Within 4 months of financial year end: hold the annual general assembly; sign minutes approving accounts.
- Within 9 months of financial year end: file the corporate tax return and pay any tax due.
- Within 15 days of any ownership or control change: update the UBO register and notify the licensing authority; update the partners register at the same time.
- Quarterly: check establishment card, immigration file and any activity-specific permits (municipality, civil defence, professional approvals) for expiry dates.
- Once, if applicable: register on goAML and appoint an AML compliance officer; review your AML policies annually thereafter.
- Once: confirm corporate tax registration was actually completed and the TRN certificate is on file — do not assume your accountant did it.
If several of these are already overdue, deal with them in order of accrual: the license fine grows monthly, the tax penalty is fixed, and UBO exposure depends on whether a change went unreported.
Frequently asked questions
What happens if my Dubai trade license expired months ago?
Fines of AED 250 per month accrue after the grace period, government services linked to the license (visas, permits) are blocked, and continued trading can lead to an additional fine and closure. Renew immediately, pay the accrued fines, and if the entity is no longer needed, deregister it properly rather than abandoning it — abandonment risks blacklisting of the signatories.
Do free zone companies need to file UBO information?
Yes. Cabinet Decision No. 109 of 2023 applies to companies in commercial free zones; only the financial free zones (DIFC and ADGM) follow their own equivalent regimes. Each free zone authority collects the filings for its own registry.
Is ESR really cancelled?
For financial years starting on or after 1 January 2023, yes — Cabinet Decision No. 98 of 2024 removed the notification and reporting requirements. Obligations for 2019–2022 financial years remain, and penalties wrongly charged for later years are refundable.
My company made no profit. Do I still register for corporate tax?
Yes. Registration under Federal Decree-Law No. 47 of 2022 is based on being a taxable person, not on profitability. A loss-making or dormant company with a valid license must still register and file returns; late registration alone costs AED 10,000.
Who must register on goAML?
Financial institutions and DNFBPs: real estate brokers and agents, dealers in precious metals and stones, auditors and accountants, corporate service providers, and (under Cabinet Resolution No. 134 of 2025) licensed gaming operators. If your license includes one of these activities, registration is mandatory regardless of how little relevant business you actually do.
Get your calendar in order
If you are still at the setup stage, start with our company formation guide — this calendar begins the day your license is issued. KH Legal runs annual compliance health checks for mainland and free zone companies — licenses, registers, tax registrations and AML status in one review, with a remediation plan for anything overdue. Contact us to book one before your next renewal date.