Qualifying Free Zone Person: what the 0 per cent actually requires
The 0 per cent free zone rate is the most valuable and the most misunderstood thing in UAE corporate tax. It is not a status that comes with a licence. It is a conditional relief, tested every single tax period, and failing any one condition costs you the relief for five years — not one.
This guide sets out all six conditions, the current qualifying and excluded activity lists, the de minimis arithmetic with worked numbers, what actually happens when you breach it, and a self-assessment you can run against your own accounts.
Which rules actually apply
Start here, because a great deal of published guidance is out of date. The framework is Cabinet Decision No. 100 of 2023 together with Ministerial Decision No. 229 of 2025 — and MD 229 replaced the earlier Ministerial Decision No. 265 of 2023 retroactively from 1 June 2023. Separately, Ministerial Decision No. 84 of 2025 made audited financial statements mandatory for every QFZP.
If an adviser or an article is still citing MD 265 as current, that is a reliable signal to check everything else it says.
The six conditions
All of them, in every tax period. There is no partial credit.
| # | Condition | What it means in practice |
|---|---|---|
| 1 | Be a Free Zone Person | A juridical person incorporated or registered in a UAE free zone. Not every zone is treated identically, and some activities require a Designated Zone specifically |
| 2 | Maintain adequate substance in the UAE | Assets, qualified employees and operating expenditure in the zone, proportionate to the income earned. A holding company booking AED 40 million through one part-time administrator does not meet this |
| 3 | Derive qualifying income | From the listed qualifying activities, from transactions with other Free Zone Persons, or from qualifying intellectual property |
| 4 | Not elect out | Do not elect to be taxed under the standard rules (Article 19). The election is irrevocable in practice, so it is not a lever to pull casually |
| 5 | Comply with arm's length and transfer pricing | Related-party pricing documented and defensible, including with the head office and with group companies abroad |
| 6 | Stay inside the de minimis limit | Non-qualifying revenue no more than the lower of 5% of total revenue or AED 5 million |
And running alongside them: audited financial statements, required of every QFZP for tax periods commencing on or after 1 January 2025 under MD 84 of 2025. There is no revenue floor and no small-company carve-out. The audit must be performed by a UAE-licensed firm under IFRS, and the accounts have to show the split between qualifying and non-qualifying income clearly enough to support the return.
Qualifying activities
The list is finite and specific. If your activity is not on it, income from it is non-qualifying — regardless of how legitimate or profitable the activity is.
- Manufacturing of goods or materials
- Processing of goods or materials
- Trading of qualifying commodities
- Holding of shares and other securities for investment purposes
- Ownership, management and operation of ships
- Reinsurance services, subject to regulatory oversight
- Fund management services, subject to regulatory oversight
- Wealth and investment management services, subject to regulatory oversight
- Headquarter services to related parties
- Treasury and financing services to related parties
- Financing and leasing of aircraft, including engines and components
- Distribution of goods or materials in or from a Designated Zone
- Logistics services
- Any activity ancillary to the above
Excluded activities
Income from these is non-qualifying by definition, and it counts against your de minimis limit.
- Transactions with natural persons, with limited exceptions
- Banking activities
- Insurance activities, other than qualifying reinsurance
- Finance and leasing activities, other than the treasury and aircraft cases above
- Ownership or exploitation of immovable property, other than commercial property in a free zone let to another Free Zone Person
- Ownership or exploitation of intellectual property, other than qualifying IP
Read the first bullet slowly, because it reshapes whole business models. A free zone consultancy selling to individual clients is generating non-qualifying revenue on those sales. So is a free zone e-commerce business selling to consumers. Both can be excellent businesses and neither is doing anything wrong — but neither is earning qualifying income on that stream, and the de minimis limit is what stands between them and a 9 per cent charge on everything.
The de minimis test, with real numbers
The cap is the lower of 5 per cent of total revenue or AED 5 million. That single word does most of the work, and it is where the commentary usually goes wrong.
| Total revenue | 5% of revenue | The AED 5m cap | Your actual limit | Which test binds |
|---|---|---|---|---|
| AED 2,000,000 | AED 100,000 | AED 5,000,000 | AED 100,000 | The 5% |
| AED 8,000,000 | AED 400,000 | AED 5,000,000 | AED 400,000 | The 5% |
| AED 25,000,000 | AED 1,250,000 | AED 5,000,000 | AED 1,250,000 | The 5% |
| AED 100,000,000 | AED 5,000,000 | AED 5,000,000 | AED 5,000,000 | They meet here |
| AED 300,000,000 | AED 15,000,000 | AED 5,000,000 | AED 5,000,000 | The AED 5m |
What a breach actually costs
This is the part that makes the regime unforgiving. Failing any condition does not push you onto 9 per cent for the year and let you re-qualify next year. You lose QFZP status for that tax period and the four subsequent tax periods.
| QFZP | After a breach | |
|---|---|---|
| Rate on qualifying income | 0% | 9% — the concept no longer applies |
| Rate on other income | 9%, with no AED 375,000 band | 9%, above the AED 375,000 band |
| Duration | Tested each period | The breach period plus four more |
| Small Business Relief available? | No — QFZPs are excluded | Potentially yes, if the other conditions are met |
There is one small consolation in that table worth understanding. A QFZP does not get the AED 375,000 zero band on its non-qualifying income, but an ordinary taxable person does. So a free zone business with a modest amount of non-qualifying income and very little qualifying income can occasionally be better off outside the regime. That calculation is worth doing explicitly rather than assuming 0 per cent always wins.
Chartered Advisory maps your revenue streams against the current qualifying and excluded activity lists, runs the de minimis test on real figures, and documents the position before it is tested.
Avail our UAE corporate tax servicesRun this against your own accounts
Monitor it quarterly, not annually
The de minimis test is the only condition that can be breached silently by a salesperson doing their job well. By the time the year closes it cannot be undone — you cannot un-invoice a contract.
The practical control is a revenue tag at the point of invoicing, and a quarterly headroom report: non-qualifying revenue to date, the limit at current run-rate revenue, and the percentage of headroom left. When headroom drops below roughly 20 per cent, the decision about the next non-qualifying contract stops being a sales decision and becomes a tax one — take it before signing, not after.
The mistakes that cost five years
- Assuming the licence gives the rate. The zone gives you the opportunity; the six conditions give you the rate.
- Remembering AED 5 million and forgetting "lower". Under AED 100 million of revenue, the 5 per cent test is your real limit.
- Selling to individuals without realising those sales are non-qualifying.
- Distributing from a free zone that is not a Designated Zone.
- Skipping the audit because the company is small. There is no size threshold.
- Treating a breach as a one-year problem. It is five.
- Relying on guidance that still cites MD 265 of 2023, which was replaced retroactively.
Sources
This guide is written against the official and clearly labelled professional references below. Rates, thresholds and portal procedures change between reviews, so open the primary source before relying on a figure.
Questions people also ask
Does a free zone licence mean I automatically pay 0 per cent?
No. The licence gives you the opportunity; six conditions give you the rate, and all six must hold in every tax period. You must be a Free Zone Person with adequate substance, derive qualifying income, not have elected out, comply with transfer pricing, and stay inside the de minimis limit — with audited financial statements alongside. Fail one and you are taxed at 9 per cent.
What is the de minimis limit, exactly?
Non-qualifying revenue must not exceed the lower of 5 per cent of total revenue or AED 5 million in the tax period. The word "lower" is what catches people: below roughly AED 100 million of revenue the 5 per cent test always binds first, so a company turning over AED 6 million has an allowance of AED 300,000 — not AED 5 million.
If I breach the de minimis limit, when can I get the 0 per cent back?
Not the following year. Losing Qualifying Free Zone Person status removes it for the tax period of the breach and the four subsequent tax periods — five years in total. That asymmetry is why the test is worth monitoring quarterly rather than discovering at the year-end audit, when nothing can be restructured.
Are sales to individual customers qualifying income?
Generally no. Transactions with natural persons are an excluded activity, with limited exceptions, so a free zone consultancy billing individual clients or an e-commerce business selling to consumers is generating non-qualifying revenue on those streams. The business is perfectly legitimate; the income simply counts against your de minimis allowance.
Do I need audited accounts if the company is small?
Yes. Audited financial statements are required of every Qualifying Free Zone Person for tax periods commencing on or after 1 January 2025 under Ministerial Decision No. 84 of 2025. There is no revenue floor and no small-company exemption, and the accounts need to show the qualifying and non-qualifying split clearly enough to support the return.
Send the tax year and the transaction or filing involved, and we will tell you what is actually required.
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