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What is an Unincorporated Partnership

What is an Unincorporated Partnership

An unincorporated partnership is a contractual arrangement between two or more persons (natural or legal), where they jointly conduct a business without creating a separate legal entity. Examples include joint ventures, contractual consortiums, or other associations where partners share profits and losses.
Under default UAE rules, an unincorporated partnership is not itself treated as a “Taxable Person” for corporate tax. Instead, it’s fiscally transparent.

What “Fiscally Transparent” Means (Default Treatment)

● The partnership does not pay corporate tax itself.
● Instead, each partner is taxed individually on their share of the partnership’s income, expenses, assets, and liabilities.
● The allocation is based on each partner’s “distributive share” under the partnership agreement.
● For juridical person partners (e.g. companies), the share of income trigger corporate tax compliance as if they were independent businesses.
● For individual (natural person) partners, taxation depends on whether they fall within scope of UAE CT under applicable rules.

Optional: Electing to Treat the Partnership as a Taxable Entity (“Fiscally Opaque”)

● Under a recent regulatory update, partners of an unincorporated partnership now have the option (subject to approval by the Federal Tax Authority, FTA) to have the partnership recognized as a Taxable Person in its own right.
● If approved:
● The partnership becomes a resident juridical person for CT purposes, taxed like a company.
● It computes its own taxable income, pays CT on business profits, handles deductions, losses, foreign tax credits, etc.
● Partners remain jointly and severally liable for any CT the partnership owes (i.e. liability doesn’t vanish).
● Once the election is made and approved, it is generally irrevocable (barring exceptional circumstances).
● This election may be useful if you want the partnership to access certain reliefs/exemptions or simplify tax compliance. But it also means the partnership not individuals bear the full corporate-tax burden

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