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Setting Up a Corporate Entity in the UAE: Free Zone Considerations under the Top-Up Tax Regime

Free Zone entities in the UAE must understand qualifying activities, price reporting agency lists, and recent clarifications to maximise tax benefits while staying compliant.

By NomadicTax Research Team · 5-8 min read

UAE Free Zones & Corporate Tax: What’s in Scope?

Free Zones in the UAE have special tax designations where entities conducting Qualifying Activities may benefit from reduced or zero corporate tax under Federal Decree-Law No. 47 of 2022. Recently, the Ministerial Decision No. 229 of 2025 clarified “Qualifying Activities and Excluded Activities” in Free Zones; Decision No. 230 of 2025 specified Recognised Price Reporting Agencies. (mof.gov.ae)

Qualifying Activities now include:

  • Trading of industrial chemicals, metals, minerals, energy and agricultural commodities, and associated by-products (once a Quoted Price exists).
  • Treasury and financing services for related parties.
  • Some activities in designated zones that distribute goods or materials, including to public benefit entities, without breaching the de minimis threshold. (mof.gov.ae)

Price Reporting Agency (PRA) Requirements

  • To trade commodities under the “Qualifying Activity”, you must use a Recognised Price Reporting Agency—only those listed under Decision No. 230 qualify. Using non-recognised agencies can render an activity non-qualifying and eliminate tax benefits. (mof.gov.ae)

Setting Up in a Free Zone: Best Practices

  1. Choose the correct zone and activity
    • Free Zones differ: some allow trading, some only service provision. Your chosen Free Zone must permit the activity and meet the qualifying criteria.
  2. Ensure commodity pricing clarity
    • For commodity trading: ensure the commodity has a quoted price. Align contracts and trade flow to tie into recognized pricing sources.
  3. Document treasury & financing
    • If you plan internal financing (treasury) among related parties, ensure that Free Zone entity’s activities follow arm’s-length principles and are properly documented to avoid disqualification.
  4. De minimis limits apply for cross-zone distributions—make sure your numbers are within thresholds.

Example Scenario

A UAE Free Zone company wants to trade agricultural commodities (e.g., grains), metals, or mineral by-products. Under the updated Decision No. 229:

  • If there’s a quoted price on a recognised commodity exchange, that trading qualifies.
  • If it’s a small-scale distributor to public benefit entities and volume is minor, de minimis rules apply so that benefit is retained.
  • If financing related-party services are provided, ensure they align with Free Zone rules.

Caution Points

  • Non-recognized PRA usage can disqualify your activity.
  • Free Zone entities must still comply with UAE corporate tax filings and thresholds—even those receiving benefit under qualifying activity.
  • Watch out for how future updates may tighten definitions (e.g., what qualifies as associated by-products).

Final Takeaways

  • When setting up, seek legal and tax support to carve out structure—ensuring your planned Free Zone activity fits the qualifying definitions.
  • Confirm that PRAs are recognized and maintain good documentation and sourcing.
  • Be proactive—qualifications depend on evolving regulations; what works now may change tomorrow.

Bottom line: For companies in Free Zones, understanding the new rules on Qualifying Activities and PRAs is critical to preserving the favorable tax treatment afforded under UAE corporate tax law.

Sources

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