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A Quarterly Newsletter from the UAE and Oman member firms of the PKF International Ltd. network

VOL 19, Issue 4 October 2017

 

Our Vision, Our Mission

Our Vision
We will be the first choice for companies in their selection of professional advisors

Our Mission
We will provide quality service to our clients by focusing on client-specific needs and providing solutions to business problems, thereby adding value through expertise whilst maintaining integrity, professionalism and independence.

A Quarterly Newsletter from the UAE and Oman member firms of the PKF International Ltd. network

VOL 19, Issue 4 October 2017

From the Managing Partner - U.A.E.

After what turned out to be a slow summer, talk of VAT was re-energised with the issue of the VAT legislation. Whilst this answered a number of questions, some still require answers and a few more have been raised. Our collective breaths therefore continue to be held as we all await the release of the Executive Regulations. In the meantime, companies are racing to ensure that they are as prepared as they can be and I would urge you all to ensure that you are so prepared – Our VAT team is awaiting your call! I urge you to read the write-up inside contributed by PKF’s member firm in Oman which clarifies some of the concepts in the VAT law.

Excise taxes became effective at the beginning of October, with tobacco, fizzy and energy drinks all being hit. And stockpiling before the deadline was negated by taxes being levied on excessive inventories in place at the deadline. There may be a slight dip in consumption in the initial period but it will be interesting to see if habits are impacted in the longer term.

We also feature in this issue a very interesting article on the liabilities of directors of limited liability companies in the UAE which I recommend all of you to read. And of course our usual free zone update.

Please feel free to write (update@pkfuae.com) if you would like to express an opinion on any matter inside.

GRAHAM MARTINS

A Quarterly Newsletter from the UAE and Oman member firms of the PKF International Ltd. network

VOL 19, Issue 4 October 2017

 

DUTIES & LIABILITES OF DIRECTORS OF A LIMITED LIABILITY COMPANY IN THE UAE

Introduction

It is of vital importance for the partners to understand the liability of the managers and directors of a limited liability company ("LLC" or the "Company"). It is pertinent to note that the terms "Manager" and "Managing Director" and "Director" are used interchangeably for a LLC under UAE law. The UAE Commercial Companies Law (Law No. 2 of 2015) ("CCL") is the main legislation regulating the duties and liabilities of the Manager of a LLC. Additionally, there are provisions in the UAE Civil Transactions Law (Law No. 5 of 1985) (the "Civil Code"), the UAE Commercial Transaction Law (Law No. 13 of 1993), Federal Law No. 3 of 1987 (the "Penal Code") and Ministerial Resolution No. (272) of 2016 Concerning Implementation of Provisions Relating to Joint Stock Companies (JSCs) to Limited Liability Companies amongst others, which govern the duties and obligations of the Managers of LLCs.

We list below the provisions of the CCL which directly impact the way the manager performs his duties in a LLC:

1) Responsibilities and Liabilities of Managers:

a) Under Article 22 of the CCL, a Manager is broadly obligated to do the following:

  • Act in a way that is compatible with the objectives of the Company;
  • Exercise a degree of prudence/diligence in discharging management responsibilities;
  • Act within the powers granted to the management and for the purposes for which those powers were given.

b) Binding the Company

Article 23 of the CCL clearly states a Company shall be bound by any act or behavior arising out of its Manager upon conducting the affairs of management in a usual manner. The Company shall also be bound by any act of any of its employees or agents authorized to act on its behalf, and whereby a third party relies thereon in its transaction with the Company.

c) Exemption to Manager is Void

As per Article 24 any exemptions or waivers granted (in the Memorandum of Association or any other contract) to the Managers from the duties, obligations or liabilities imposed on them under any applicable legislation as a current or former officer of the Company shall be void

d) Director's Liability Towards Others

Furthermore, as per Article 84 of the CCL, a Manager shall be liable to the Company, the partners and the third parties for any fraudulent acts by such Manager and shall also be liable for any losses or expenses incurred due to improper use of the power or the contravention of the provisions of any applicable Law, the Memorandum of Association of the Company or breach of the contract appointing the Manager or for any gross error by the Manager. Any provision in the Memorandum of Association or the contract appointing the Manager in conflict with the provisions of this Clause shall be deemed void.

e) Non – Compete Clause

As per Article 86 of the CCL the Manager shall not, without the consent of the General Assembly of the Company, undertake the management of a competing company or a company with objects similar to those of the Company or make, for his own account or for the account of third parties, deals in a trade in competition or similar to the activity of the company, otherwise the Manager may be dismissed and required to pay compensation.

2) Other Duties & Obligations of Managers

a) To conform with all regulations issued in the state (whether federal or local) especially those relating to the legal form or the commercial activities of the Company, such as the CCL and its amendments, Resolutions relating to corporate governance issued by the Ministry or the Central Bank of the UAE (depending on the activity), the provisions of the MOA, their employment or management contracts and the resolutions issued by the general assembly from time to time;

b) To submit the Company's MOA and any amendments in the commercial register to the competent authority and to notify the latter of any amendments or changes to the details of the company, such as its name, address, capital or number of partners or even its legal form, failing which they could be jointly liable for any damages sustained by the company, its partners or third parties, as a result to such violation;

c) To prepare the annual financial statements and report about the company's activities and its financial position and have them audited by the company's auditor before approving and presenting them to the general assembly along with recommendations on the distribution of profits, within three months of the end of each fiscal year and to submit a copy of the latest audited statement of accounts and the latest report of the company's auditor within a period of 10 days if so requested by one of the shareholders in writing, and to give the shareholders access to the minutes of the general assembly meetings or the company's books and documents or any documents relating to a transaction the company entered into with a related party;

d) To call for a general assembly meeting at least once within four months following the end of the fiscal year or if requested to do so by one partner or more holding not less than 25% of the capital share of a limited liability company;

e) To call for a general assembly meeting if the losses of the company reach half of its share capital, whether it is a limited liability so that the liquidation of the company can be considered and discussed by the general assembly;

f) To register the dissolution of the company in the commercial register with the competent authority. Such dissolution will not be effective against third parties until the date of its registration and the announcement of the dissolution in two daily local newspapers (at least one of them is issued in Arabic);

g) link its name with the phrase "Limited Liability Company" or "LLC", otherwise they could be held jointly and severally accountable for the company's obligations; and

h) maintain within the company a special register that includes the partners' full names, nationality, date of birth and place of residence, the transactions made on the shares with their dates, and submit a copy thereof and any changes to the competent authority at the beginning of each fiscal year

4) Penalties imposed on Manager or Directors

To warrant that the Managers of the LLC comply with all their duties and obligations under all legislation, the authorities have further levied numerous penalties for violations. These penalties may involve fines or even imprisonment and they include the following as specified under the CCL:

a) A fine between AED 50,000 to AED 1,000,000 may be imposed on the Manager of a limited liability company if the losses of the company reach 50% of the company's share capital and he fails to invite the general assembly to convene;

b) A fine in the range of AED 10,000 to AED 100,000 may be imposed on a Manager or Director if he fails to provide any documents or information to the auditors of the company or to the Ministry's or the Authority's inspectors to enable them to perform their duties, or if he conceals information or explanations or provides misleading information;

c) Any Manager or Director who distributes to the shareholders or to others any profits or interests in contravention of the provisions of the Companies' Law or the company's MOA or the AOA may be subject to imprisonment for a period of not less than six months and not more than three years and/or a fine between AED 50,000 to AED 500,000. Such Manager or Director may also be subject to imprisonment for a similar period and/or a fine in the range of AED 100,000 to AED 500,000 if he deliberately provides false statements in a balance sheet, in a profit and loss account or in a financial report, or omits material incidents in such documents for the purpose of concealing the true financial position of the company; and

d) A Manager or a Director may be subject to imprisonment for up to six months and/or a fine in the range of AED 50,000 to AED 500,000 if he utilizes or discloses any of the company's confidential information or deliberately tries to cause damage to its activities.

Miscellaneous Provisions in other legislation

4.1 Resignation Timing
Article 667 of Civil Code mandates that it shall not be permissible for a person deputed to manage the company or appointed as a manager of it to dismiss himself or to resign at such a time as would cause the company damage. The Civil Code also imposes on directors the responsibility to resign their directorship only at times which would not cause damage to the company.

Directors Liability in the Event of Insolvency
In addition to the general duties owed by a director to the company, a director may be subject to both civil and criminal liability in the event that the company is subject to an event of insolvency and is unable to meet its financial obligations.
In the event that the company becomes unable to pay its debts, the Commercial Transactions Law stipulates that the directors must, within 30 days of the date of suspension of payments of debts, file for bankruptcy. A failure to take such action may result in the in the directors being considered personally liable in any bankruptcy which may be forthcoming.
The Commercial Transactions Law and the Penal Code contain several provisions as to how courts should treat insolvent companies and their directors. Of particular importance in this respect is article 882 of the Commercial Transactions Law which provides that directors may find themselves subject to a custodial sentence in the event that:

  • They have failed to provide adequate details in the financial books and records of the company to reflect the true financial position of the company.
  • They do not supply information requested by the court or trustee in bankruptcy or if they deliberately supply false information.
  • If they have sold assets of the company at less than their value in an effort to delay the suspension of payment of debts or declaration of the company's bankruptcy or if the directors have taken any action to obtain credit or funds illegally in order to achieve the foregoing.
  • If following the point at which the company is no longer in a position to pay its debts, the directors deal with any property of the company with a view to keeping such property beyond the reach of creditors.
  • If following the point at which the company is no longer able to pay its debts, the directors honor/settle the debt of any creditor to the detriment of other creditors or provides security or special benefits to any of the creditors in preference to others.

5) Conclusion

There are many duties and obligations imposed on Managers or Directors in the UAE of which they should be fully aware in order to avoid violations, as any violation or breach may expose them to substantial liabilities, whether civil or criminal.
Whereas the above legislation and provisions provide safeguards to stakeholders against the directors carrying out any action detrimental to objectives of the LLC, it also imposes a burden on the Directors which may discourage many from taking up the position. In light of the above, the Directors may be wary of taking any decision without the consent of the partners. Investors and directors may also look at the importance of directors' insurance in the UAE in new light considering the increasing risk from exposure to personal financial liability arising from claims brought against them in connection with the discharge of their duties.
The rules and regulations mentioned above are not exhaustive but an indication of the principal duties and liabilities of a director in the UAE. Careful consideration is needed when considering taking on a director's role and potential directors need to familiarize themselves with the risks in so acting.

A Quarterly Newsletter from the UAE and Oman member firms of the PKF International Ltd. network

VOL 19, Issue 4 October 2017

 

PKF INTERNATIONAL

GROWTH IN GLOBAL COVERAGE

The PKF network continues to grow with significant expansion of the PKF footprint. New member firms include:

  • PKF Tax Consulting Anticic, PKF Forenzika Prima, PKF Knjigovodstvo Prima are new members from Croatia, with offices in Zagreb, Rijeka and Varazdin;
  • PKF Macedonia based in the capital city of Skopje;
  • PKF Azerbaijan in Baku;
  • PKF Bredin McCormack Rewcastle in Dunedin, New Zealand;
  • T.R. Upadhya & Co. based in Kathmandu, one of the top providers of audit, tax, business and financial advisory services in Nepal.

Other movements include:
  • PKF Brazil's new office in Teresina, Northeast Brazil.
  • PKF Namibia's merger with Financial Consulting Services, the second largest accounting firm in the country. Having passed the PKF membership requirements, including pre-admission review, the new firm is now officially a member of the PKF family. The firm has rebranded as PKF-FCS Auditors.
  • PKF Frazier & Deeter's new office in Las Vegas.
  • PKF Zimbabwe's acquisition of the Bulawayo (second largest city in Zimbabwe) office of KPMG with effect from 1 September 2017. They will take over approximately 15 staff members and the bulk of the local KPMG client base.
  • PKF South Africa's expanding its footprint by adding TAG Chartered Accountants, in Pretoria. The firm has rebranded as PKF Pretoria. The addition expands the network's coverage in the Gauteng area, the largest and commercially most important centre in South Africa.

A Quarterly Newsletter from the UAE and Oman member firms of the PKF International Ltd. network

VOL 19, Issue 4 October 2017

 

EVENTS AND HAPPENINGS

TRAINING BY PKF INTERNATIONAL

Managers, directors and partners from participating member firms in the Europe–Middle East–India (EMEI) region participated in a training program conducted by PKF International Ltd. (see photo below) The training, was held at the Radisson Blu Hotel, Dubai over 11 and 12 September 2017.

LYRICAL EVENING

An Indo-Arab Cultural Evening was held at Al Twar Public Library, Dubai under the auspices of Emirates Writers Union. Dr. Shihab M. Ghanem and Mr. Khaled Abdulla Al-Dhanhani, renowned Poets of the UAE, and PKF Abu Dhabi staffer, V.T.V. Damodaran, presented their poems to the gathering. VTVD was later honored by the Chairperson of the UAE Writers Union Administration Authority, Ms. Al-Hanouf Mohammad, who presented him with a memento (see photo below).

A Quarterly Newsletter from the UAE and Oman member firms of the PKF International Ltd. network

VOL 19, Issue 4 October 2017

 

Meet Our Staff Member

Dipnesh Joshi is Chartered Accountant qualified from the Institute of Chartered Accountant of India in 2008.
He has been associated with PKF Dubai as Manager in Internal Audit since September 2014.

Dipnesh Joshi has over 9 years of experience in Internal Audit, Designing Procedure Manual and Risk Control Gap Analysis across multiple industries including Retail and Shopping Malls, FMCG, Hotel, Pharmaceutical, IT Distribution, Real Estate, Regulated Financial Services, Manufacturing, etc.

His hobbies include long drive, watching movies and playing cricket.

 

A Quarterly Newsletter from the UAE and Oman member firms of the PKF International Ltd. network

VOL 19, Issue 4 October 2017

 

OMAN UPDATE

VALUE ADDED TAX (VAT) IN THE GCC

BACKGROUND
In the backdrop of lower oil prices and slower than expected economic growth coupled with the geo-political situation, the countries comprising the Gulf Cooperation Council (GCC) are gearing to bolster government revenues from non-oil/gas based sources. Measures so far taken by the various GCC countries include raising corporate income tax rates, limiting corporate income tax exemptions, widening scope of withholding taxes, cutting down subsidies etc. One important decision taken by the GCC Supreme Council is the adoption of the "Unified VAT Agreement for the Cooperation Council for the Arab States of Gulf" (the "Framework"), which provides for uniform imposition of VAT at a standard rate of 5% by all GCC countries. Timely implementation of VAT across the GCC countries is expected to give a significant boost to government revenues and help them trim their widening budget deficits.

So far, Saudi Arabia and UAE have notified their VAT law which will be in force with effect from 1 January 2018. Oman is also working on developing the Oman VAT law and the requisite infrastructure, recruitment and training of staff for VAT. Following is a brief summary based on the Framework.

VAT METHODOLOGY
VAT is levied on the sales value of goods and services supplied by businesses, and is collected from the customers (Output VAT). Correspondingly, businesses will pay VAT on the goods and services they buy from their vendors (Input VAT).
The Net VAT (Output VAT less Input VAT) represents the VAT on the value addition undertaken by the business along with the profit element, and is to be paid/claimed by the company to/from the designated tax authority. The three categories of VAT rates are given below:

Standard rate VAT at 5% of sales/revenue for supplies/services. In this case, the input VAT paid by the business is deductible from the output VAT (subject to certain conditions), and so generally the VAT would not be a cost/expense for the business.
Zero rate0% VAT on sales/revenues for supplies/ services. In this case, the input VAT paid by the business is deductible from the output VAT and VAT refund can be claimed (subject to certain conditions), by the business from the designated tax authority, and so generally, the input VAT would not be a cost/expense for the business.
Exempt Supplies/services on which VAT is not charged, and for which related input VAT is not deductible. Consequently, such input VAT would be a cost/expense for the business.

VAT RATES
VAT rates, as may be applicable to the various business activities and services, are given below based on the Framework:

Standard rate (@5%)
Supplies of products and services (other than zero rated and exempt category) e.g.
  • Manufacturing
  • Retail
  • Hotels and restaurants
  • Construction/contracting
  • Car sales
  • Food products (general)
  • Consultancy services
Gold, silver and platinum jewellery
Sale of capital assets
Sale or lease of commercial properties
General insurance services
Fee-based financial services
Zero rate (@0%)
Exports & re-exports of products/services outside GCC (* see note below)
Oil and gas sector & petrol derivatives
Food products (notified)
Medicines, medical equipment and notified healthcare services
Intra-GCC and international transport of goods and passengers
Supply of transport means & its repair, maintenance etc.
Pure gold (24k), silver & platinum held for investment purpose
Supplies to/within free zones
Sale and lease of new residential properties (i.e. within three years of construction)
Notified educational services
Exempt category
Financial services by banks and financial institutions
Local passenger transport
Sale of bare land
Sale and lease of old residential properties (i.e. after three years of construction)
Life insurance services
Margin-based financial services

* In case of exports and re-export of products/services within GCC, a supplier will not charge VAT in its sale invoice. However, the importer will have to pay applicable VAT directly to the local government under reverse charge mechanism.

VAT CONCEPTS

Valuation
VAT is to be computed on the sales value (viz., the fair market value) of goods and services supplied (customs value in case of imports) including all expenses such as freight, and taxes, other than VAT, such as custom duty and excise duty. The supply value shall be reduced by discounts/ deductions granted to customers, reduction in supply value, total/partial cancellation or rejection of supply, and bad debts.
Point of Taxation
Generally, the point of taxation (when VAT will be levied) is the earlier of the following events (except in special circumstances): a) Date of payment b) Date at which goods are made available or services are rendered/completed c) Date of issue of VAT invoice
Reverse charge
An importer has to pay VAT directly to the Government at the time of import of goods and services from outside the GCC territory or from other GCC member states although the supplier has not charged VAT. VAT paid under reverse charge will be eligible for input VAT credit as per applicable rules.

VAT COMPLIANCE
Registration
The threshold annual turnover for mandatory VAT registration has been fixed at USD 100,000 equivalent, whereas for voluntary registration, the threshold annual turnover has been set at USD 50,000 equivalent. Businesses whose annual turnover is less than USD 50,000 equivalent cannot register for VAT.

Records and documentation
Amongst others, the following are the important records to be maintained by companies for VAT compliance:
1.Copies of all sales invoices issued;
2.Originals of all received suppliers' invoices. In absence of original invoice, input tax credit will not be allowed;
3.Debit or credit notes;
4.Import and export records;
5.Records of any goods given for free or allocated for private use;
6.Records of all zero-rated or VAT-exempt supplies and purchases;
7.Records of goods and services purchased and for which the input tax was not deducted;
8.Records of adjustments or corrections made to accounts or tax invoices;
9.VAT general ledger accounts;
10.Stock ledger.

Returns Due dates for filing of VAT returns, time limits for modifying VAT returns, procedures to file VAT returns, time limits for VAT payment and assessments, etc., will be notified by respective GCC member states in due course. The UAE has notified that VAT returns may have to be filed quarterly using e-services, within 28 days from the end of the designated quarter.

VAT IMPLEMENTATION
Amongst others, following are the important areas where companies should carefully focus for smooth and effective VAT implementation:

  • Reviewing long-term contracts and striking consensus with suppliers and customers to incorporate impact of VAT on transactions;
  • Analysing the impact on cash flows as VAT is payable on accrual basis (i.e., on supply of goods/services) whereas collection of VAT from customer will be deferred up to the end of the credit period;
  • Reviewing costing methods and pricing structures;
  • Ensuring proper VAT classification of various products and services;
  • Collecting the Tax Identification Number (TIN) of suppliers as well as customers in advance as it is crucial for claiming input tax credit and preparation of VAT invoices;
  • Ensuring that all suppliers' invoices for goods/services are in the name of the business and not of a related party, to avoid disallowance of input tax credit;
  • Ensuring suitable changes to Information Technology systems so that it can generate various VAT-compliant documents and records, and the VAT return;
  • Imparting proper staff training and awareness;
  • Integrating VAT compliance with management reporting and exception reports;
  • Appointing a VAT leader responsible to guide, co-ordinate and ensure effective VAT implementation and compliance.

CONCLUSION
Whilst implementation of VAT would, to some extent, increase prices and inflation, looking from a broader macro perspective, it will help the GCC countries to strengthen their economies by significantly increasing their revenues and also assist in diversifying revenues away from oil/gas. As the VAT implementation is very near to reality and the VAT laws have been notified by couple of GCC countries, it is essential that companies undertake an "Impact Assessment" to identify the impact and implications of VAT on their business, conduct "Staff Training Sessions", and ensure timely "Implementation Efforts" to ensure compliance with various reporting and regulatory requirements.

 

A Quarterly Newsletter from the UAE and Oman member firms of the PKF International Ltd. network

VOL 19, Issue 4 October 2017

 

OFFSHORE & FREE ZONE UPDATE

FOUNDATIONS IN THE UAE
Background

The concept of a "Foundation" is widely known in many European countries. In the offshore world, the Principality of Liechtenstein enacted a Law on Persons and Companies in 1926 that created the concept of family Foundations. Foundations are widely used in countries like Luxembourg and Austria in Europe as well as in Panama. Panamanian Foundations are still in vogue in the offshore world. As a concept, a private foundation may be generally defined as a legal entity that is set up by an individual, a family or a group of individuals, for a purpose such as philanthropy or other legal economic object.

A foundation is a corporate body with features and uses similar to a company but with similar features to a common law trust. The structure is an incorporated entity with a separate legal personality but one that, unlike a company, does not have shareholders. Unlike a company, a foundation cannot carry out commercial activities, other than those necessary, ancillary or incidental to its purposes. A foundation typically holds assets in its own name on behalf of beneficiaries or for particular purposes, or both, and operates in accordance with a constitution.

Foundations in the UAE

ADGM FOUNDATIONS
The UAE's first legal structure for foundations was recently introduced in mid-2017 by the Abu Dhabi Global Market (ADGM) - the capital's financial free zone, that provides an alternative mechanism for wealth management and the safeguarding of assets for individuals, companies and families.

The foundation structure is used for financial planning and structuring purposes, and works as an effective alternative to the cumbersome trust mechanism and other corporate vehicles. The ADGM Foundation is available to international clients, as well as, those based in the UAE. ADGM' foundations regulations and regime are largely based on similar regulations in Guernsey and Jersey.

ADGM Foundations allow the personal and corporate community to locally access a much sought-after product from a world-class international financial centre for the first time in the United Arab Emirates, as well as offering an attractive alternative jurisdiction to international clients.

The regime was developed in close consultation with the advisory community to be highly flexible and to strike an appropriate balance between transparency and discretion, as well as competitiveness in terms of cost and ease of process, with features benchmarked globally.

ADGM Foundations are fast and simple to set up and manage (registered agents are voluntary), with straightforward ongoing reporting requirements.

ADGM Foundations can be used for a variety of purposes, including but not limited to, wealth management and preservation, family succession planning, tax planning, asset protection, corporate structuring, and for public interest foundations (excluding charities).

DIFC FOUNDATIONS
The Dubai International Financial Centre (DIFC) will also introduce a new legal structure for foundations in early 2018 to offer enhanced wealth management and succession planning options to individuals, family offices and companies in Dubai and elsewhere, following in the footsteps of ADGM.
The DIFC has already launched a consultation on a new foundations law, that signals the introduction of the legal structure in a Dubai-based free zone for the first time. It also launched a consultation on revisions to its existing law governing trusts.
The new foundation law is expected to come into effect during the first quarter of 2018, according to DIFC reports. The DIFC Foundations is reported to draw its legislation from various jurisdictions including the Netherlands and Luxembourg.
The proposed new laws form part of the DIFC's implementation plan relating to the 56 recommendations made by the DIFC's Wealth Management Working Group to the Governor's Strategy & Policy Committee and approved by the DIFC Higher Board in December 2016. The recommendations also include the establishment of DIFC's Family Business Centre, which will support and service regional and international family offices looking to relocate their private wealth and succession planning structures to the Centre.
The Working Group consisted of more than 20 senior lawyers, barristers and accountants, as well as executives from DIFC Authority, Dubai Financial Services Authority and the DIFC Governor's Office, and consulted on a global scale before finalizing its recommendations.
The DIFC Governor, HE Essa Kazim was quoted saying that "The proposed new Trust Law and Foundations Law will significantly enhance DIFC's wealth management proposition by ensuring that lifetime and succession planning for families at the Centre will have a robust legal status. We have earned our place among the world's top ten financial centers by having a legal and regulatory ecosystem that is progressive and draws on the considerable expertise of the global leaders in financial services operating from DIFC. We will continue to work closely with the financial community to maintain the evolution of our business environment, in line with DIFC's 2024 Strategy".

Benefits / Advantages of the Foundations Regime
For the first time in the UAE, the local private and corporate community and the Private Banks can work together and efficiently deploy an international product for a variety of services including wealth management and preservation, family succession planning, tax planning, asset protection and corporate structuring, without relying on foreign regulations and practice.

International clients who seek to effectively manage and supervise their wealth and assets under a competitive and international jurisdiction will be able to easily tap on the ADGM or DIFC Foundations regime. Apart from providing alternative to trusts for financial planning and structuring other benefits that a Foundation could provide are:

  • Access to UAE's Tax Treaties (subject to the Ministry of Finance Requirements)
  • Wealth Management
  • Provide a robust governance structure – Foundation Council acts in an equivalent manner to a board of directors. Council members' duties are prescribed in the Foundations Regulations.
  • Assurance through Guardian oversight – Guardian supervises the Foundation Council and ensures that it acts in accordance with the Foundation's Charter and By-Laws. Appointment of the Guardian is compulsory upon Founder's death and optional during Founder's lifetime.
  • Separation of liability whilst maintaining control of assets – Foundation is a distinct legal entity which allows for separation of liability between Founder and the Foundation.
  • Perpetual existence after lifetime of Founder – like a company, a Foundation is a perpetual concept, allowing arrangements to continue and therefore providing certainty after the Founder's death
  • Asset protection mechanisms – increased protection from bankruptcy claims, claims in the event of divorce and from the effect of forced heirship rules.

A Quarterly Newsletter from the UAE and Oman member firms of the PKF International Ltd. network

VOL 19, Issue 4 October 2017

 

Range of Services

Audit and Management Assurance Services

  • External audit
  • Internal audit
  • Internal audit - compliance with the requirements of the Dubai Financial Services Authorityy
  • Organisation reviews and system studies
  • Due diligence reviews
  • Forensic and other investigations
  • Training and consulting on IFRS - Back office support services – accounting and payroll
  • Outsourced accounting and payroll services for companies registered in the Dubai International Financial Centre
  • Management information systems

Management Advisory Services

  • Business practices (process) assessment
  • Business risk identification
  • Accounting and procedure manuals
  • Market analysis and feasibility studies
  • Financial projections
  • Information memoranda
  • Business and share valuations
  • Identification and valuation of intangible assets on a business acquisition
  • Impairment reviews
  • Corporate structuring, acquisitions and disposals
  • Joint ventures and strategic alliances
  • Advice on partner/shareholder entry/exit
  • Fund raising

Offshore and Free Zone Services

  • Entry strategy
  • Free zone and offshore company formation
  • Company secretarial services
  • Company secretarial services for companies registered in the Dubai International Financial Centre
  • Registered agents services
  • Taxation

A Quarterly Newsletter from the UAE and Oman member firms of the PKF International Ltd. network

VOL 19, Issue 4 October 2017

 

Publications

  • Practice Profile
  • Doing Business in the UAE
  • Credentials
  • Free Zones in the UAE

A Quarterly Newsletter from the UAE and Oman member firms of the PKF International Ltd. network

VOL 19, Issue 4 October 2017

 

OFFICES/CONTACTS IN THE UAE AND OMAN

DUBAI/JEBEL ALI
G.Martins
S.D. Pereira
Tel: (971-4) 3888900
Fax: (971-4) 3552070
e-mail:dubai@pkfuae.com

DUBAI INTERNET CITY
G.Martins
S.D. Pereira
Tel: (971-4) 4495430
Fax: (971-4) 3908836
e-mail:dic@pkfuae.com

DIFC
G.Martins
S.D. Pereira
Tel: (971-4) 3857285
Fax: (971-4) 3257294
e-mail:difc@pkfuae.com

SHARJAH/HAMRIYA FREE ZONE
G.Martins
S.D. Pereira
Tel: (971-6) 5740888
Fax: (971-6) 5740808
e-mail:sharjah@pkfuae.com

ABU DHABI
B.R.Sudhir
Tel: (971-2) 6261715
Fax: (971-2) 6261716
e-mail:abudhabi@pkfuae.com

SULTANATE OF OMAN - MUSCAT
P. R. Bhaya
Z.J. Patwa
Tel: (968) 24 563195 / 6 / 7
Fax: (968) 24 563194
e-mail: muscat@pkfoman.com




This document has been prepared as a general guide. It is not a substitute for professional advice. Neither PKF UAE nor its partners or employees accept any responsibility for loss or damage incurred as a result of acting or refraining from acting upon anything contained in or omitted from this document. If you wish to be included on the regular mailing list for this newsletter, forward your request and a mailing address to Mr. K.R.C. Pillai, P O Box 13094, Dubai, UAE, E-Mail: cpillai@pkfuae.com

PKF Publications

Practice Profile

Practice ProfileA profile of PKF International with emphasis on the Middle East region and the UAE in particular.

Doing Business In The UAE

Doing Business In The UAE A guide to the UAE including economic and social background, the regulatory environment, basic business structures, grants and incentives (including free zones), taxation and employment.

Free Zones in the UAE

Free Zones in the UAE A guide to the major Free Zones in the United Arab Emirates including the salient features and costs.


PKF Update
A quarterly newsletter detailing news from PKF UAE with matters of interest in the region.
If you would like to be placed on our mailing list for this document, please contact us.

Statement of Credentials.
Details of the firm, clients, services and the team.
If you wish to receive a copy of this document, please contact us.

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