One: the click only the shareholder can make
A free-zone company we administer applied to amend its licence. We prepared the application, filed it and paid the fees. Then the free zone did what free zones increasingly do: it sent each shareholder, at his own email address, a link to a compliance task, and told him that the licence would be issued once the information was submitted and reviewed. The same message went to every shareholder, again a few days later, and again after that.
We cannot complete that task for them, and we should not. It asks the shareholder to confirm who he is and where his money comes from, and the point of sending it to him directly is that no intermediary answers on his behalf. So an amendment that took us a day to prepare waits on the slowest of several people, one of whom may not read the inbox the free zone has on file.
There are two practical lessons. The first is that the email address and mobile number of every shareholder registered with the free zone must be ones he actually uses; an old personal address or a number given by an assistant is how a company stops. The second is to tell shareholders before the application goes in that a message will come to them personally, what it will look like, and that it is genuine. A shareholder who has been warned answers in a day. One who has not treats it as spam.
This is where corporate services are going. Registries and banks want to hear from the owner, not from the agent, and the regulations that arrived this autumn — on beneficial ownership, on suspicious transactions, on freezing — all point the same way. Our job is less to answer for the client than to make sure he can answer for himself, quickly and consistently, with the same file every time.
Two: a company will not close itself
Another file is a company that its owners decided to close. The cancellation application went to the free zone, and this week it came back as pending: the free zone wanted a liquidator’s report from an approved auditor, and it had tried to call the registered mobile number, which was switched off.
Owners often think of closing a company as one form. It is a sequence. A liquidator is appointed, usually an auditor approved by the zone; the accounts are drawn up to the date the business stopped; creditors are dealt with; the liquidator reports; and only then is the licence cancelled, the establishment card closed, the visas cancelled and the bank account shut. Each step needs the one before it, and the free zone will not skip the report because the company has no money left in it.
And while that sequence runs, the company must remain reachable. The mobile number and the email on the free zone’s file are how the zone tells you what is missing; if the owner has left the country and let the number lapse, the application sits. Before anyone gives up a UAE number, the company should change its registered contact details to someone who will be here until the end, and that is often us.
Three: the tax registration outlives the licence
A client whose company has stopped trading forwarded us a message from the Federal Tax Authority and asked a fair question: do we have to do anything? The message said that the company’s final deregistration corporate-tax return was available on EmaraTax and had to be filed, and any tax paid, by a date in May 2027, and that otherwise the deregistration would not proceed and penalties would follow.
Yes, he has to do something. A corporate-tax registration does not end when the business ends or when the licence is cancelled; it ends when the Authority approves the deregistration, and it will not approve it until the final return is in and paid. A company that closes its licence and forgets its tax registration leaves a liability behind it, in the name of people who thought they were finished.
The deadline is months away, and that is the trap. The accounts that support the final return are easiest to prepare now, while the bank statements are still accessible and the person who kept the books still answers the phone. We will file it this month. My advice to anyone closing a company is to treat the tax deregistration as part of the closing, not as something that happens afterwards.
Four: the registry has its own clock
The fourth file is a foundation we are registering in an offshore centre for a client who needs it urgently. Every document was submitted. The application has shown “in progress” on the portal for longer than the client hoped, and when our team asked, the registry replied politely that the file was still with the processor, that nothing further was needed for now, and that it had asked for the review to be expedited.
That is a perfectly normal answer, and it is the only one a registry can give. Its review is its own; it may come back with questions; and no agent can promise a client the date on which a government body will finish its work. What we can do is file a complete application on the first day, ask whether a faster service exists before we file rather than after, follow up at sensible intervals, and tell the client the truth about where the file stands.
What the client can do is not to sign anything that assumes the foundation will exist on a particular date. A share transfer, a property purchase or a bank introduction that depends on the foundation should be timed from the day the certificate is issued, not from the day the application went in. Urgency is real, but it belongs in the planning, not in the expectations.
What the four have in common
A shareholder who must answer for himself. An auditor whose report a free zone will not do without. A tax authority whose approval outlasts the licence. A registry with its own clock. In none of these files was the next step ours. That is more and more what corporate services are: knowing, at every moment, who holds the next step in a client’s file, making sure that person knows it, and telling the client honestly how long it will take. The regulators’ week said the same thing in its own way — OFAC naming nominee directors and service providers, ADGM’s court holding directors personally to account — and the answer is the same: the people whose names are on the file must be able to act on it themselves.
Mohanad Almeshal is Co-Founder and Corporate Counsel of Polaris Corporate Services, a licensed Corporate Services Provider in Ras Al Khaimah and Dubai. The cases described are real; the identifying details are not. Nothing in this article is tax or investment advice for any particular company.