The UAE Federal Tax Authority (FTA) has released Decision No. 12 of 2026 — the first formal rulebook on registration, deregistration and notification timelines for Top-up Tax (Pillar Two DMTT). The key transitional date for large MNE Groups with UAE operations: 30 November 2026.
Decision No. 12 of 2026 was issued on 16 July 2026, published in the Official Gazette on 4 August 2026 and applies to fiscal years starting on or after 1 January 2025. It sets out the procedural obligations of Constituent Entities under Cabinet Decision No. 142 of 2024 (the UAE Domestic Minimum Top-up Tax law, part of the global Pillar Two framework).
Who is in scope
The Top-up Tax rules apply to Constituent Entities that are members of an MNE Group whose consolidated revenue at the Ultimate Parent Entity level was at least EUR 750 million in at least two of the four fiscal years preceding the tested fiscal year. This is the standard OECD Pillar Two threshold — designed for large multinational groups, not for ordinary UAE SMEs.
UAE-based small and mid-cap businesses fall outside Decision No. 12/2026. Their tax profile remains the standard 9% corporate tax with the Small Business Relief regime. Top-up Tax is a bolt-on layer for the largest MNEs only.
Registration deadlines
The Decision introduces two regimes.
- Standard: a Constituent Entity that enters the Top-up Tax scope must register with the FTA within 7 months from the end of the first fiscal year in which it fell within scope.
- Transitional: if the Entity's fiscal year ended before 30 April 2026, registration must be completed on or before 30 November 2026.
In practice, this means most MNE Constituent Entities in the UAE with a calendar FY ending 31 December 2025 must register by 30 November 2026 — a window of less than four months at the time the Decision was published. Registration is filed through the FTA's EmaraTax portal.
Deregistration deadlines
Exit rules mirror the registration side, with their own transitional cutoff.
- Standard: a Constituent Entity must apply for deregistration within 6 months of the earlier of (a) the date the Entity ceases to exist or (b) the end of the fiscal year in which it leaves the MNE Group.
- Transitional: if the Entity ceased to exist before 30 June 2026, the deregistration application is due by 31 December 2026.
Deregistration is only granted if two conditions are met simultaneously: (1) all Top-up Tax and penalties are fully settled; (2) all Top-up Tax Returns and Pillar Two Information Returns are filed for every relevant period. Any open obligation blocks the exit.
Notifications: in-scope and out-of-scope
In addition to registration, the Decision creates a notification regime — important for entities sitting close to the MNE threshold:
- Out-of-scope notification. An Entity that does not meet the MNE Group thresholds for a given fiscal year files a notice with the FTA within 6 months of the end of that fiscal year. The notification is valid for the tested year and the following four consecutive fiscal years.
- In-scope notification. If the status flips and the Entity is back in scope, a separate in-scope notification is filed within 7 months of the end of the tested fiscal year.
- After five consecutive out-of-scope years, deregistration becomes mandatory unless an in-scope notification has been filed that brings the Entity back into the regime.
Top-up Tax Returns and reporting deadlines
The Top-up Tax Return is due 15 months after the end of the relevant tax period, extended to 18 months for the initial transition year. This is already established in the UAE's Pillar Two architecture and is reaffirmed by Decision No. 12/2026.
What this means for UAE groups in practice
For CFOs and tax teams of large MNEs with UAE Constituent Entities, Decision No. 12/2026 is not a new tax — it is a compliance calendar. Three priority actions before year-end 2026:
- Map the Constituent Entities. Walk the group: UAE-resident legal entities, branches and JVs — flag which ones are in-scope Constituent Entities under a UPE with revenue ≥ EUR 750 million in 2 of the 4 preceding FYs.
- Check each Entity's fiscal year. If the FY ended before 30 April 2026, the transitional deadline of 30 November 2026 is hard. Otherwise, the standard 7-month window from the end of the first in-scope FY applies.
- Open work in EmaraTax. Registration is filed via the same FTA portal used for corporate tax; the Constituent Entity gets a dedicated Top-up Tax profile. Failure to register triggers standard FTA administrative penalties.
How this fits UAE tax architecture
Top-up Tax sits on top of the ordinary UAE corporate tax. Standard CT of 9% on profits above AED 375,000 continues to apply, and existing regimes (Free Zone Qualifying Income, Small Business Relief) are not touched. Top-up Tax kicks in only where the group's effective tax rate in the jurisdiction falls below the 15% OECD minimum — in which case the top-up to 15% is collected under the UAE DMTT, rather than under another jurisdiction's IIR or UTPR.
For a group, this means the Top-up Tax Return may show zero incremental tax if the UAE effective rate is already ≥ 15% — but the obligation to register, file returns and lodge notifications still applies. Procedure and substance run on independent tracks.
Priorities before 30 November 2026
If a UAE Entity in your group falls under the transitional regime (FY closed before 30 April 2026):
- Compile the list of Constituent Entities under the UPE; document the EUR 750 million threshold and in-scope status.
- Gather effective-rate data for the UAE jurisdiction (CT base under GloBE rules; VAT effects are not relevant here).
- Register in EmaraTax for Top-up Tax by 30 November 2026. Forms and required documents are on the FTA portal.
- Plan the first Top-up Tax Return — 18 months from the end of the transition year (for FY 2025 that is June 2027).
The wider 2026 regulatory landscape is covered in our overview of UAE business regulation in 2026. FTA Decision No. 12/2026 fits the same trajectory: sharper procedures, hard deadlines and a single point of contact through EmaraTax.
This article is for information only and does not replace advice on international tax and Pillar Two in the UAE. The formal text of Decision No. 12/2026 and Cabinet Decision No. 142/2024, the registration process, notification rules and Top-up Tax Return workflow should be checked with tax.gov.ae, mof.gov.ae and a qualified tax adviser for your specific situation.
