Many companies in the UAE incorporate without trouble and later find that the real legal obligations start after incorporation: an auditor, accounts under international standards, a general assembly on set dates, a partners register that must be filed every January, and records kept for years. Federal Decree-Law No. 32 of 2021 on Commercial Companies sets these out. It was issued on 20 September 2021 and took effect on 2 January 2022, and it has since been amended, most recently by Federal Decree-Law No. 20 of 2025, which replaced the text of Articles 3, 5, 8, 9, 14, 17, 32, 76, 78, 85, 105, 118, 208, 266 and 275. This article gathers what the management of a mainland limited liability company should read before the first fiscal year, from the English text on the UAE Legislation portal. Article numbers refer to Decree-Law 32 of 2021. Companies in free zones are generally governed by their zone's rules, but the Decree-Law decides which of its provisions still apply to them, and a company in a regulated sector may have more duties than are described here.
The basic form: a limited liability company
Article 71 defines a limited liability company as one with at least two and no more than fifty partners, each liable only up to his capital contribution. A single natural or legal person may also incorporate and own one, and Article 72 requires the name to end with "Limited Liability Company" or "LLC", or, for a sole proprietorship, "Limited Liability (Sole Proprietorship)". If the managers break the naming rule, they are jointly liable with their own property for the company's obligations and, where relevant, for damages. Article 73 requires the memorandum of association to include methods for settling disputes between the company and its managers or among the partners, which is a point to settle at incorporation, not when the dispute starts.
The auditor is not optional
Article 27 says every joint stock company and every limited liability company must have one or more auditors who audit its accounts every year. Other forms of company may appoint an auditor. For the limited liability company, Article 102 adds that the auditor is elected by the partners' general assembly every year, and that the rules for the auditors of public joint stock companies apply. This is a legal duty, not an internal decision that management can postpone.
Accounts and international standards
Article 27 also requires the company to prepare annual financial accounts, including a balance sheet and a profit and loss account, and to apply international accounting standards and principles in its periodic and annual accounts, so that they give a clear and accurate picture of profit and loss. Every partner or shareholder may ask in writing for a free copy of the last audited accounts and the last auditor's report, and for the group accounts if the company is a holding company. The company must respond within ten days of the request.
Article 26 requires every company to keep accounting records that give a clear picture of its financial position at any time. The records must be kept at the company's headquarters for at least five years from the end of the fiscal year. An electronic copy of the original documents may be kept under a ministerial resolution.
The first fiscal year is bounded
Under Article 28, every company has a fiscal year specified in its articles. The first fiscal year must be between six and eighteen months from the date the company is registered in the commercial register. Each later fiscal year runs for twelve months after the end of the one before. Setting the calendar at incorporation fixes the dates for the audit, the accounts and the general assembly.
The general assembly: an annual date
Article 92 gives a limited liability company a general assembly of all its partners. The manager or the board calls it at least once a year, in the four months after the end of the fiscal year. The manager must call it when one or more partners holding at least 10 percent of the capital ask. Under Article 93, the call is sent at least twenty-one days before the meeting, by registered letter or the modern means the memorandum names, and a copy of the notice is given to the competent authority before the partners are notified. The notice must state the agenda, venue, date and time of the first meeting and of the second meeting if the first lacks a quorum, who may attend and appoint a proxy, and the quorum. Meetings, and partners' votes, may be held through remote technology under the controls the Minister sets.
Article 94 lists what the annual assembly considers and decides: the managers' report and the auditor's report and, if there is one, the supervisory board's report, the balance sheet and profit and loss account, the profits to be distributed, the appointment and remuneration of managers, directors and other officers where they exist, and the other items the article lists. An assembly that is missed, or called late or defectively, leaves the accounts and distributions open to challenge, so we treat the date as fixed.
The partners register and the January filing
Article 74 requires the company to keep a special register of partners at its headquarters. It must show each partner's full name, nationality, date of birth and place of residence, or the headquarters address of a corporate partner, and every transaction affecting equity stakes with its date. The managers are responsible for the register and its accuracy, and partners and any stakeholder may inspect it. In January each year, the company must give the competent authority and the Registrar the register's details, together with all changes during the previous fiscal year. A register that is out of date or a January filing that is missed is the kind of gap that appears at the worst moment, for example when a bank, a buyer or a court asks for proof of who owns the company.
Article 100 requires the assembly's minutes and decisions to be recorded in a special register kept at the head office, which any partner may inspect together with the balance sheet, the profit and loss account and the annual report.
Other duties to place on the calendar
This article covers the company-law calendar only. Other regimes run alongside it, including corporate tax registration and filing under the corporate tax law, beneficial ownership and any outstanding economic-substance obligations for financial years ending on or before 31 December 2022, and licence renewals with the licensing authority. We review those with the company-law calendar so that the dates do not collide, but each has its own source and we do not describe their detail here.
What we review before the fiscal year ends
We review the full compliance calendar: the auditor's appointment and scope, the accounts under international standards, the timing and validity of the assembly notice, the minutes register, and the currency of the partners register and the January filing. We also check that the company's articles and any recent amendments of the Decree-Law have not changed a deadline. We deliver this service from our office in Kuwait, in cooperation with our partners in the UAE.
Read also: Entering the UAE: Company Forms, Ownership and Free Zones | UAE Agency and Distribution Contracts: Law 3 of 2022 Guide
Frequently asked questions
Is an auditor mandatory for a UAE limited liability company?
Yes. Article 27 says every limited liability company must have one or more auditors for an annual audit, and Article 102 says the partners' general assembly elects the auditor every year.
When must the general assembly of an LLC meet?
At least once a year, in the four months after the end of the fiscal year (Article 92). The manager must call it if partners holding at least 10 percent of the capital request it. The notice goes out at least 21 days before the meeting (Article 93).
How long can the first fiscal year be?
Between six and eighteen months from the date of registration in the commercial register. Later years run for twelve months (Article 28).
Can a partner get a copy of the audited accounts?
Yes. On written request the partner gets, free of charge, the last audited accounts and the last auditor's report, and the company must respond within ten days (Article 27).
What must the company file about its partners each year?
Under Article 74, in January each year it gives the competent authority and the Registrar the details in its partners register, with all changes in the previous fiscal year.
Do you help with corporate compliance in the UAE?
Yes. From our office in Kuwait, in cooperation with our partners in the UAE, we review our clients' obligations and deadlines in the UAE.