LIQUIDATIONS IN THE UNITED ARAB EMIRATES (PART 1)

INTRODUCTION

Liquidation can be defined as the winding up of a Company by selling off its assets to convert them into cash to pay off the firms unsecured creditors. The secured creditors take control of the respective pledged assets on obtaining foreclosure orders. Any remaining amount is distributed among the shareholders in proportion to their shareholdings. It is an event that usually occurs when a company is insolvent, meaning it cannot pay its obligations when they come due.

Types of Liquidations

There are two types of liquidations in the United Arab Emirates.

  • Voluntary Liquidation

In case of voluntary liquidation, the owners or shareholders of the firm decide that to close and wind up the Company as they do not have enough funds to pay off their creditors and other liabilities.

  • Mandatory Liquidation

In case of mandatory liquidation, the liquidation order is put forward by the courts. It is not in the will of an owner or shareholders to liquidate their company. This usually occurs when a company fails to pay creditors multiple times. Because of this, creditors can file a request for the liquidation of a company.

Here the assets of the Company are distributed to the creditors and contributors based on the priority of their claims.

Roles and Duties of a Liquidator

A liquidator must be appointed in order to liquidate a Company in the UAE.

Below are 7 points which describe the role of a Liquidator.

  • The liquidator appointed by a Company in its liquidation stage shall represent the Company in any litigation that may occur.
  • The assets of the Company are sold by the liquidator in order to settle the debts of the Company.
  • Certain debt is considered as priority and these are settled before other debt. This mainly includes the outstanding employees’ salaries.
  • Once all debt has been settled, the remaining funds are distributed among the shareholders or the owner.
  • In case the funds generated from the sale of the Company’s assets are insufficient to pay off the debts, the deficit will be adjusted against the share capital of the shareholders.
  • The Statement of Affairs and Liquidation Report has to be prepared by the liquidator after conducting the necessary procedures.
  • The liquidator would also be responsible to request for the removal of the Company from the Commercial Register.

Documents required for Liquidation of a Company in the UAE

  • Copy of the license
  • Memorandum of Association
  • Shareholder’s Resolution to liquidate the Company
  • Power of Attorney
  • Passport copies of all shareholders along with Emirates ID’s
  • Application for deregistration
  • Statement of Affairs and Liquidation Report
  • Letter from Labour and Immigration department that there are no visas.

To learn more about liquidation procedures in the United Arab Emirates, read Liquidations in the United Arab Emirates (Part 2)

For more information, Email us at mail@affiniax.com

Dubai International Financial Centre Introduces New Licensing Categories

Dubai International Financial Centre (DIFC) is the leading financial capital in the Middle East, Africa and South Asia (MEASA) region.

As one of Dubai’s independent free-zones, with its own legal and regulatory framework and judicial system, global financial exchange, tax-friendly regime, and a large business community, DIFC is persistent in supporting its businesses to grow by introducing new licensing categories under its operating Laws and Regulations.

The newly introduced categories come with reduced license fees and allow more firms to start conducting business in the DIFC.
  1. Short Term License: Under this category, it is now possible for retail businesses and other non-financial companies to operate from DIFC at a competitive cost, depending on the duration of license required.
  2. Restricted License: This license is applicable to firms interested in developing or testing out new, innovative products and services in the DIFC. These initiatives are encouraged by DIFC as this would allow incubators and startups to flourish within the DIFC environment.
  3. Commercial Permissions License: This license would allow both DIFC and non-DIFC entities such as event companies, promotion companies, retail outlets, seminars and educational services to conduct their business activities within the DIFC for a competitive fee.
  4. Dual Licensing: This license will allow the firms which are under the license of Department of Economic Development (DED) such as law firms, audit consultancy firms, family businesses, holding companies and corporate service providers to operate in the DIFC with an affiliate
To know more, please contact our Corporate Services team at mail@affiniax.com.

VAT: IMPACT ON BUSINESSES IN BAHRAIN

One of our resident VAT experts, Adnan speaks about how VAT can have an impact on businesses in Bahrain by highlighting the following key points:-

  • Impact on Revenue
  • Procurement and Input Tax
  • Contracts & Policies
  • Record Keeping, IT & ERP Systems
  • Compliances

He also emphasized that Affiniax can help in the following ways :-

  • VAT impact assessments
  • Advise on tax-efficient structuring/
  • Drafting of Sample Tax Invoices & Tax Credit Notes
  • Registering and filing VAT returns

UAE VAT AND THE EXCHANGE RATE, HOW DOES TAX AFFECT CURRENCY EXCHANGES AND YOUR BUSINESS?

The Federal Tax Authority (“FTA”) published Article 69 in April 2018, of Federal Decree-Law no. (8) of 2017 for the clarification of Currency Exchange rate for VAT purposes with effect from 17 May 2018.

When a supply is made in any currency other than AED all taxable persons must use the Central Bank’s published exchange rates for the purposes of converting invoices issued in foreign currencies into the local currency (UAE Dirham) and calculate the VAT liability accordingly.

  1. For tax invoices prior to 17-May-18, exchange rates from reliable sources can be used.
  2. The exact exchange rate must be used, i.e. the same number of decimal places, as published.
  3. These rates are updated Monday to Friday and are based on rates prevailing at 6pm UAE time each day
  4. In instances where specific markets are closed due to local holiday, then the relevant rate to be used for VAT purposes will be the prevailing rate of the previous day at 6pm.
  5. Rates can be reliably sourced from Thomson Reuters and UAE Central Bank.
  6. The customs department shall convert the value to AED for the purpose of Import declaration, and automatically populate it in Box 6 of the VAT return.
  7. When the exchange rate used by the customs department is different from those published by the Central Bank, the former can be used, for declaring the VAT due on imports.

Your next step:

Businesses should consider the implications of this update on their transactions involving foreign currency to ensure that the correct amount of input VAT is being recovered, and furthermore understand the impact on their business operations and continuously ensure that the correct VAT treatment is being applied to its transactions.

Our role:

Affiniax Partners can assist you to assess the impact of this update and advise you on the recoverability of input VAT and VAT treatment of transactions involving foreign currency.

UAE VAT: WHAT ARE DESIGNATED ZONES AND WHAT DOES IT MEAN TO MY BUSINESS?

Under the VAT guide on Designated Zones (“DZs”) the Federal Tax Authority (“FTA”) has confirmed the VAT treatment applicable to businesses operating in DZs as provided for in the VAT Law and Executive regulations, and clarified the treatment of supplies in specific cases where previously there was some ambiguity.

The key noteworthy clarifications are:

  1. If the supply of services from the designated zones is provided within UAE, VAT charged is at the standard rate of 5%. If the supply is of export of services, the VAT is zero rated.
  2. If the supply of goods is within the designated zones, it is not subject to UAE VAT law.
  3. The Onus is on the supplier to ensure that it treats the supply correctly for VAT purpose. Therefore, the supplier should be satisfied that there is no reason to believe that the goods may be used by the purchaser for non-qualifying purposes. A written statement from the recipient of the goods that it will not be consumed in a non-qualifying manner is sufficient.
  4. Transfer from mainland UAE to DZs of goods and services is not considered to be an export and is therefore treated as local supply, and VAT charged is standard rated.
  5. Transfer of goods between DZs is outside the scope of UAE VAT law provided:
  6. goods (in part or in whole), are not released into circulation, nor used or altered in any way during the transfer, and
  7. transfer of the goods is undertaken in accordance with the rules for Customs suspension per the GCC Common Customs Law.
  8. The FTA may require the owner of the goods to provide a financial guarantee for the payment of VAT, which that person may be liable, if the conditions in point 5 are not met.
  9. Upon importing goods from DZs into the mainland, the Import VAT is payable by the importer.

Your next step:

Businesses should consider the implications of this VAT guide on their transactions to ensure that the right class of transactions are being taken into consideration and the correct amount of input VAT is being recovered, and further more understand the impact on their business operations and continuously ensure that the correct VAT treatment is being applied to its transactions.

Our role:

Affiniax Partners can assist you to assess the impact of this clarification and advise you on the recoverability of input VAT and VAT treatment of transactions involving such instances.

Appendix:

The Cabinet Decision No. 59 confirms that the following Free Zones in the UAE are to be treated as Designated Zones. These Designated Zones will be subject to special rules for supplies of goods within those Designated Zones:

  • Free Trade Zone of Khalifa Port
  • Abu Dhabi Airport Free Zone
  • Khalifa Industrial Zone
  • Jebel Ali Free Zone (North-South)
  • Dubai Cars and Automotive Zone (DUCAMZ)
  • Dubai Textile City
  • Free Zone Area in Al Quoz
  • Free Zone Area in Al Qusais
  • Dubai Aviation City
  • Dubai Airport Free Zone
  • Hamriyah Free Zone
  • Sharjah Airport International Free Zone
  • Ajman Free Zone
  • Umm Al Quwain Free Trade Zone in Ahmed Bin Rashid Port
  • Umm Al Quwain Free Trade Zone on Sheikh Mohammed Bin Zayed Road
  • RAK Free Trade Zone
  • RAK Maritime City Free Zone
  • RAK Airport Free Zone
  • Fujairah Free Zone
  • FOIZ (Fujairah Oil Industry Zone)

UNDERSTANDING VAT ON ENTERTAINMENT EXPENSES

The Federal Tax Authority (“FTA”) issued a Public Clarification Article 52 of Cabinet Decision no. (52) of 2017 on the Executive Regulation of the Federal Decree-Law No. (8) of 2017 on VAT.

Entertainment has been defined as hospitality of any kind, including the provision of accommodation, food and drinks not provided in the normal course of a business meeting, and access to events or trips.

When the hospitality provided becomes an end in itself, such costs are considered to be entertainment, and are not recoverable.

It is worth noting that:

  1. VAT incurred on any costs which are used for genuine business purpose or is incidental to business purpose shall be recoverable. For example, food and drink provided during meetings, food and drinks purchased by an employee for own consumption during a business trip, and sundry office expenses such as tea and coffee supplies or flowers for display in offices.
  2. Input VAT is non-recoverable on entertainment expenses incurred for non-employees. For example, customers and potential customers, shareholders and officials (except for certain exceptions).
  3. Where a business is uncertain whether hospitality is provided in the normal course of the business then it should not recover input VAT.
  4. For conferences and business events, when a fee is charged, and output VAT is accounted for, Input VAT is recoverable. If no fee is charged, Input VAT is non-recoverable.
  5. Expenses incurred purely for the entertainment of employees such as Staff dinner, and Ramadan Iftar, etc. and free of cost goods and services as rewards are not recoverable unless the employee is charged for the same.
  6. If there is a legal obligation to provide those goods or services under the applicable UAE labour law to employees or a contractual obligation to provide the same to the employees in order for them to perform their role then VAT may be recoverable.

Your next step:

Businesses should consider the implications of this clarification on their transactions involving such expenses to ensure that the right class of transactions are being taken into consideration and the correct amount of input VAT is being recovered, and furthermore understand the impact on their business operations and continuously ensure that the correct VAT treatment is being applied to its transactions.

Our role:

Affiniax Partners can assist you to assess the impact of this clarification and advise you on the recoverability of input VAT and VAT treatment of transactions involving expenses of this nature.