Compliance Audit Guide in Dubai Mainland: Documentation Requirements
A reviewer does not read these documents one at a time; the findings come from where they disagree.
A mainland compliance review usually comes attached to something else: a trade licence renewal, a bank's periodic file update, an inspection or a counterparty's due diligence. This guide sets out the documents a Dubai mainland company should have on file — the trade licence and its activity list, the notarised memorandum and its amendments, registers, resolutions and powers of attorney, the registered tenancy, employment records, and corporate tax, VAT and economic substance material — and which of them are checked against each other. It also deals with the legacy 51/49 ownership terms still sitting in many memoranda after the national ownership requirement was removed.
For a Dubai mainland company, the compliance review that matters is usually the one attached to something else: a trade licence renewal, a bank's periodic file update, an inspection, or a counterparty's due diligence before signing. In every case the reviewer works from the same short list of documents, and the company either has them, current and consistent, or spends the next few weeks explaining why it does not.
This guide sets out what a mainland company should keep on file, which of those documents are checked against each other, and the outdated provisions that still sit in many company records years after the law changed.
The Trade Licence
The licence issued by Dubai's Department of Economy and Tourism records the legal form, the trade name, the licensed activities, the managers and the registered address. It is the starting point of every review because it is the document everything else is measured against.
Check the licensed activities against what the business actually invoices for. Where an activity has been added in practice but never on the licence, the fix is an amendment application, not an argument about interpretation. Where the activity required approval from another authority, keep that approval with the licence — the licence alone does not evidence the underlying permission.
Constitutional Documents
Mainland companies are governed by Federal Decree-Law No. 32 of 2021 on Commercial Companies, which replaced Federal Law No. 2 of 2015. The memorandum of association, notarised, together with every notarised amendment, is the document that establishes ownership, management powers and the mechanics of transfers and reserved decisions.
Two points come up repeatedly in reviews of older files. First, many memoranda were drafted under the previous law and still cross-refer to it, or reproduce provisions that the current law treats differently. Second, and more significantly, a large number of mainland companies still carry the 51/49 ownership split that used to be mandatory, sometimes supported by side agreements intended to reverse its economic effect.
Federal Decree-Law No. 26 of 2020 removed the requirement for 51% UAE-national ownership of mainland limited liability companies with effect from 1 June 2021, and 100% foreign ownership is now permitted for most mainland activities, subject to a list of activities of strategic impact. A company whose documents still reflect the old structure is not automatically in breach, but it is operating under an arrangement it may no longer need, often at real cost. Whether it can be restructured depends on the activity and on what the shareholders agree, and it is worth taking advice rather than assuming either way.
This is separate from the local service agent used by a branch of a foreign company. That arrangement is a different mechanism and remains lawful; do not confuse the two when reviewing a group's UAE entities.
Registers, Resolutions and Ownership
Keep the share register, the record of managers and directors, and the resolutions authorising every change the company has made — appointments and removals, transfers of shares, amendments to the memorandum, approval of accounts, grants of authority to sign. Beneficial ownership information should be recorded and updated whenever the position behind the register changes.
Powers of attorney deserve their own review. Check who holds them, what they permit, whether they have expired, and whether anyone still holding one has left the business. Maintaining this record is ordinary corporate legal services work, and it is far cheaper than reconstructing a decision trail after a dispute has started.
Premises
The registered address on the licence must correspond to premises the company actually holds under a registered tenancy. Renewal is where mismatches surface: a company that has moved, sublet or given up space without updating its record finds the renewal held while the tenancy position is regularised.
Employment Records
Employment relationships are governed by Federal Decree-Law No. 33 of 2021, which replaced Federal Law No. 8 of 1980. For a mainland employer the review looks for written contracts in the registered form, work permits and residence visas that are current, records of leave and end-of-service entitlements, and the internal policies the company tells employees apply to them.
The common failure is a signed offer letter or side agreement with terms that differ from the registered contract. Where the documents disagree, the company will be asked which one governs, and it will not have a free hand in answering.
Tax Registrations
Corporate tax. Federal Decree-Law No. 47 of 2022 introduced corporate tax for financial years starting on or after 1 June 2023, at 0% up to AED 375,000 of taxable income and 9% above that. Keep the registration confirmation, the accounting records supporting each return, and a written note of the positions taken.
VAT. VAT is charged at 5% under Federal Decree-Law No. 8 of 2017, as amended by Federal Decree-Law No. 18 of 2022. Reviews look at the registration certificate, the form of tax invoices issued, and the records behind the treatment applied to each supply.
Economic substance. The Economic Substance Regulations were cancelled for financial years ending after 31 December 2022 by Cabinet Decision No. 98 of 2024, but obligations remain for the financial years from 2019 to 2022. Historic notifications and reports for those years should stay on file.
Personal Data
Federal Decree-Law No. 45 of 2021 governs personal data at federal level. A mainland business holds personal data on employees, customers and suppliers, and should be able to state where it sits, who can access it, what it is used for and what happens to it when a relationship ends. Note that DIFC and ADGM apply their own data protection regimes, so a group with entities there cannot give one answer across the whole structure.
Running the Review Yourself
Do it annually, before renewal season rather than during it. Match licensed activities to revenue lines. Match the address on the licence to the tenancy. Match registered employment contracts to signed offer letters. Read the memorandum of association from beginning to end and ask whether it describes the company as it is now. List every document with an expiry date in the next twelve months and give each one an owner.
Where the review exposes a real disagreement — a shareholder who disputes a transfer, a manager who has exceeded authority, a landlord or supplier who reads the contract differently — the corporate file becomes the evidence. Its condition largely determines whether the matter is settled in correspondence or ends in commercial dispute resolution.
Conclusion
Nothing in a mainland compliance review is difficult in isolation. The difficulty comes from documents that were correct when they were signed and were never revisited: a memorandum drafted under the previous companies law, an ownership split that is no longer required, a licence that describes a narrower business than the one being run. Reviewing the file once a year, deliberately, keeps the renewal routine.
For help reviewing your Dubai mainland records, updating a memorandum of association or preparing for licence renewal, contact the Nour Attorneys team.
Disclaimer: The information provided in this article is for general informational purposes only and does not constitute legal advice. Readers should seek professional legal advice tailored to their specific circumstances before making any decisions or taking any action based on the content of this article.
Nour Attorneys Team
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