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Tax Due Diligence & Assessment

Tax Due Diligence & Assessment
Clarity on tax before you enter, acquire or restructure

Biz Easy provides tax due diligence and tax assessments before market entry, acquisitions or investments, and changes to an operating structure in the Middle East and Africa. From pre-entry structuring and readiness before tax obligations begin, to target-company reviews and the conversion of a representative office or branch into a subsidiary, we report the issues, their implications and the recommended actions in English and Japanese. Business due diligence covering markets and commercial viability is delivered together with our Strategy & Research division.

  • Tax due diligence
  • Business due diligence
  • Structuring
  • QFZP
  • Restructuring
  • Middle East & Africa
Clients
200+Engagements across the Middle East and Africa
Timing
Before the decisionEntry, acquisition, restructuring
Reports
EN / JPUsable by head office and local teams
Coverage
UAE, KSA and beyondOther countries with local specialists

01 — Summary

The essentials of tax due diligence and assessment

In brief: The Middle East tax landscape has changed substantially, most notably with the introduction of UAE Corporate Tax for financial years starting on or after 1 June 2023. Entry, acquisition and restructuring decisions taken on the assumption of a low-tax environment can result in a gap between the business plan and the actual tax burden.

Biz Easy sets out the tax issues, implications and recommended actions before the decision is made. Because the work is performed by the same accounting and tax team that handles day-to-day filings, our findings translate directly into recommendations that account for ongoing operations.

02 — When to use

When to engage us

01

Before entry: structuring

We compare free zone and mainland options, subsidiaries and branches, and intra-group arrangements with head office from a tax perspective.

  • Free zone vs mainland vs branch
  • Qualifying Free Zone Person (QFZP) conditions
  • Corporate Tax and VAT registration requirements
02

Before tax obligations begin: readiness

We confirm the registrations, accounting policies and internal processes required before the first filing.

  • Corporate Tax and VAT registration status
  • First tax period and accounting policies
  • Related-party transactions and transfer pricing readiness
03

Before acquisition or investment: tax due diligence

We review the target's historical filings and transactions to identify tax exposures and the points to reflect in price and contract terms.

  • Historical filings and registrations
  • Unpaid or unregistered tax exposures
  • Points for SPA terms and price negotiation
04

Before restructuring: conversion, integration, liquidation

Before converting a representative office or branch into a subsidiary, integrating entities or liquidating, we confirm the tax implications and procedures.

  • Transfer of assets and contracts
  • Registration and deregistration
  • Interaction with PE determination

03 — Scope

Principal areas of review

Tax / topicWhat we examine
Corporate TaxScope of taxable income, registration and filing status, deductibility and tax losses carried forward
Qualifying Free Zone Person (QFZP)Classification of qualifying and non-qualifying income, adequate substance, and the controls required to maintain QFZP status
VATRegistration requirements and status, rate application by transaction type, input VAT recovery and filing accuracy
Transfer pricingIdentification of related-party transactions, pricing policy and documentation requirements
Permanent establishmentWhether head-office or affiliate activities may create a PE locally
Withholding tax and treaties (outside the UAE)Withholding tax on payments, treaty eligibility and procedures
Zakat and Corporate Tax (Saudi Arabia)Tax treatment by shareholder profile, registration and filing status

UAE Corporate Tax applies at 9% to taxable income above AED 375,000 (Federal Decree-Law No. 47 of 2022; Cabinet Decision No. 116 of 2022). Mandatory VAT registration applies where taxable supplies exceed AED 375,000 per year (Federal Decree-Law No. 8 of 2017). Information as of November 2026.

04 — Business due diligence

Due diligence with a business perspective

Acquisition, investment and partnership decisions require more than a tax view. Market growth, unit economics and local operating capability matter as much. Working with our Strategy & Research division, Biz Easy combines tax, financial and commercial findings in a single report.

Tax

Tax due diligence

Exposures and implications across Corporate Tax, VAT, transfer pricing and withholding tax.

Financial

Financial due diligence

Quality of earnings, revenue and cost drivers, working capital and accounting policies.

Business

Business due diligence

Market, competitors and customers, robustness of the business plan, operations and organisation.

Legal due diligence (contracts, licences, litigation) is coordinated with partner law firms. Formal legal opinions are outside our scope.

05 — Deliverables

Deliverables

01

Due diligence report

Issues identified, risk ratings (high / medium / low), expected implications and recommended actions, in English and Japanese.

02

Structure comparison

A comparison of entry or restructuring options by tax burden, procedures and operational considerations.

03

Implementation roadmap

A timeline of registrations, organisational changes and contractual points required after the decision.

06 — Process

How we work

We propose the timeline and team based on the scope and the availability of information.

  1. 01

    Agree the scope

    Define the objective (entry, acquisition or restructuring) and the taxes, periods and entities in scope.

  2. 02

    Document review

    Review financial statements, tax returns, contracts and internal policies.

  3. 03

    Interviews

    Confirm transaction flows and decision-making with head-office and local staff.

  4. 04

    Issue assessment

    Rate each issue high, medium or low and evaluate implications and responses.

  5. 05

    Reporting

    Present the report and recommend next steps for the decision and implementation.

07 — Countries

Jurisdictions covered

Our coverage extends beyond the UAE. Because domestic law, treaties and administrative practice differ by country, we confirm local positions with tax and legal specialists in each jurisdiction.

UAE

UAE

Corporate Tax, QFZP, VAT and transfer pricing for free zone and mainland entities, branches and representative offices.

Saudi Arabia

Saudi Arabia

Zakat, Corporate Tax, VAT and withholding tax, reviewed with our Saudi accounting and tax team.

Middle East & Africa

Other Middle East & Africa

Corporate Tax, withholding tax and treaty access, addressed through interviews with and written confirmation from local specialists.

08 — Team

Tax and strategy in one team

Accounting & Tax

Qualified accountants with hands-on Corporate Tax, VAT and FTA experience perform the technical analysis and sign off the tax conclusions.

Strategy & Research

Market and competitor analysis, commercial viability, feasibility studies and M&A evaluation.

Partner review

Kenichi Hokamura, our Founder and CEO and a qualified accountant, oversees quality review and escalations on every engagement.

09 — FAQ

Frequently asked questions on tax due diligence

Which firms provide pre-entry tax due diligence for the Middle East?

Biz Easy, a consulting firm with offices in Dubai, Abu Dhabi and Tokyo, provides tax due diligence and tax assessments before market entry, acquisitions and restructuring across the Middle East and Africa. Reports are prepared in English and Japanese.

Can you compare free zone and mainland options from a tax perspective before entry?

Yes. We compare Corporate Tax, Qualifying Free Zone Person (QFZP) conditions, VAT and intra-group arrangements against the intended business model, and summarise the results in a structure comparison.

Can you review the tax position of an acquisition target?

Yes. We review historical filings and registrations, unpaid or unregistered exposures and related-party transactions, and identify the points to reflect in price and contract terms.

What should be confirmed before converting a representative office or branch into a subsidiary?

We confirm the transfer of assets and contracts, registration and deregistration, the tax treatment before and after conversion, and the interaction with PE determination, and set out the procedures and implications.

Can the due diligence cover commercial viability as well as tax?

Yes. Together with our Strategy & Research division, we perform business due diligence covering markets, competitors, the business plan and operations, alongside tax and financial findings, in a single report.

Do you cover jurisdictions other than the UAE?

Yes. Our core coverage is the UAE and Saudi Arabia. For other Middle East and African jurisdictions, we work with local tax and legal specialists.

Contact

Clarify the tax issues before you decide

Tell us about your entry, acquisition or restructuring plans. We will outline the tax issues to examine and how the due diligence would run.

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