01/05/2026
🔍 KKC UAE Insight Pulse – Friday Trivia #17
The Federal Tax Authority has issued Corporate Tax Public Clarification CTP010, clarifying the meaning of “director” and “officer” under Article 36 (Connected Persons) and Article 55 (Disclosure requirements) of the UAE Corporate Tax Law. The real implication of CTP010 lies in how it redraws the boundary between normal employment costs and Connected Person transactions.
1)Director – clarified, but not expanded
The FTA confirms that a “director” is strictly a natural person who holds a position on:
- A board of directors, or
- An equivalent governing body (e.g. trustees, governors),
as determined by applicable law or the entity’s constitutional documents.
Key executive clarity:
- Merely having the word “director” in a job title does not make someone a director.
- A person without a formal board role cannot be treated as a director for Article 36 purposes.
2) Officer – the real expansion of risk
An individual qualifies as an officer if they actually exercise:
- Authority and responsibility to plan, direct, or control the business,
- Final authority to make strategic financial, operational or commercial decisions, or
- Authority to legally or contractually bind the business.
Crucially:
- Formal appointment or C‑suite title is not required.
- Actual conduct overrides labels, contracts, or HR classifications.
This assessment aligns closely with IAS 24 (Related Party Disclosures) - meaning IFRS governance concepts are now directly influencing Corporate Tax exposure.
Who can be an “Officer” in practice?
CTP010 explicitly recognizes that the following may be treated as officers if they possess real authority:
- CEO, CFO, COO, GM, CCO
- Division heads or functional heads (including HR), where strategic decision‑making exists
- Named managers on trade licences
- Holders of powers of attorney with discretionary authority
- Interim executives or consultants performing executive functions
- Trustees or GMs of permanent establishments
Conversely, individuals performing routine or ex*****on‑only roles without final authority are excluded.
CTP010 makes it clear:
If that individual functions like an officer, the payment becomes a Connected Person transaction.
That triggers:
- Market value scrutiny under Article 36
- Potential add‑backs where amounts exceed arm’s‑length value
- Mandatory disclosures under Article 55 where thresholds are met
đź’ˇ Insight Pulse Takeaway
CTP010 transforms people into a transfer‑pricing‑style risk area.
If someone controls your business, their compensation is no longer just payroll - it is a Connected Person transaction.
Tax exposure now follows authority, not contracts, titles or org charts. If your Corporate Tax computation assumes “salary = fully deductible” or “consultant = not connected”, it’s time for a deeper review.