Qualifying Group Relief and Business Restructuring Relief
Summary of Comparison Between Qualifying Group Relief and Business Restructuring Relief

Both Qualifying Group Relief and Business Restructuring Relief under the UAE Corporate Tax Law aim to facilitate tax-neutral transactions, but they differ in scope, conditions, and applicability.
Qualifying Group Relief is governed by Article 26 of the Corporate Tax Law and Ministerial Decision No. 132 of 2023. Similarly, Business Restructuring Relief is governed by Article 27 of the Corporate Tax Law and Ministerial Decision No. 133 of 2023.
Both Qualifying Group Relief and Business Restructuring Relief under the UAE Corporate Tax Law aim to facilitate tax-neutral transactions, but they differ in scope, conditions, and applicability.
Qualifying Group Relief is governed by Article 26 of the Corporate Tax Law and Ministerial Decision No. 132 of 2023. Similarly, Business Restructuring Relief is governed by Article 27 of the Corporate Tax Law and Ministerial Decision No. 133 of 2023.

Following points are discussed between Qualifying Group Relief and Business Restructuring Relief along with examples where suitable.
Transferors and Transferees
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Qualifying Group Relief
For Qualifying Group Relief, both the Transferor and Transferee must be juridical persons being Taxable Person. Both must be the members of the same Qualifying Group. -
Business Restructuring Relief
For Business Restructuring Relief, both the Transferor and Transferee must be Taxable Persons under the UAE Corporate Tax Law.
Scope of Application
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Qualifying Group Relief
Qualifying Group Relief is applicable to transfers of assets or liabilities between members of the same qualifying group where no change in ownership occurs at a group level. - Example: A parent company transfers a building to its wholly owned subsidiary without incurring any taxable gain or loss since both entities belong to the same qualifying group.
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Business Restructuring Relief
Business Restructuring Relief applies to transactions involving the transfer of an entire business or an independent part of a business, typically during mergers, demergers, or reorganizations. - Example: A sole proprietorship converts into a Limited Liability Company (LLC), with the sole proprietor receiving shares in the new LLC.
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Ownership Requirements
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Qualifying Group Relief
Qualifying Group Relief requires at least 75% direct or indirect ownership between the transferor and transferee, or by a common third party. - Example: Company A (holding 80% of Company B) transfers machinery to Company B. The ownership condition is satisfied, enabling Qualifying Group Relief.
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Business Restructuring Relief
For Business Restructuring Relief, no specific ownership threshold is mandated; transactions may involve unrelated parties under valid commercial reasons. Ownership interest requirements are flexible but require alignment with commercial and economic reality. For transfers involving shares or ownership interests, the Transferee must hold at least 50% ownership in the Transferor or vice versa. - Example: Company X transfers its entire manufacturing division to Company Y in exchange for Y’s shares, qualifying under Business Restructuring Relief without requiring ownership linkage.
Assets and Liabilities Eligible
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Qualifying Group Relief
Qualifying Group Relief only applies to assets and liabilities held on capital account (e.g., machinery, real estate). Assets or liabilities not held on capital account (e.g., inventory) are excluded. Qualifying Group Relief does not apply to liquidation, dissolution, or merger transactions. - Example: Company A transfers long-term investment property to its subsidiary, qualifying for Qualifying Group Relief as it is held on the capital account.
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Business Restructuring Relief
Business Restructuring Relief covers the entire business or a distinct, independently operable part, which includes operational assets like goodwill and brand value. Business Restructuring Relief does not apply to liquidation transactions, transfers without consideration in shares or ownership interests, or certain mergers involving subsidiaries dissolving into parent companies. - Example: A real estate firm transfers its commercial property portfolio to a new entity as part of a demerger, which qualifies under Business Restructuring Relief.
Consideration for Transfer
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Qualifying Group Relief
Qualifying Group Relief does not mandate specific consideration, and the relief applies regardless of whether consideration is paid. Consideration is optional and can be in cash or in-kind. Transfers are recorded at net book value for tax purposes. - Example: A subsidiary transfers office furniture to its parent company with no monetary consideration, still benefiting from Qualifying Group Relief.
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Business Restructuring Relief
In case of Business Restructuring Relief, consideration must be in the form of shares or ownership interests issued by the transferee or its shareholder. Cash or other consideration is permitted only if it does not exceed the lesser of the net book value of the assets or liabilities transferred or 10% of the nominal value of ownership interests issued. - Example: In a merger, Company A’s shareholders receive shares in Company B in exchange for transferring A’s entire business.
Want to learn more about Qualifying Group Relief and Business Restructuring Relief? Download the complete guide now!
Meet the Expert

Mubashir Islam, ACCA
Senior Manager • Tax and Financial Advisory • DeFi Regulatory Reporting
- mubashir@sscoglobal.com
- +971 50 262 0170
- mubashir@sscoglobal.com
- +971 50 262 0170

Sikandar Ali, ACA
Tax Compliance Manager • Regulatory Advisor- sikandar.ali@sscoglobal.com
- +971 50 262 0170
- sikandar.ali@sscoglobal.com
- +971 50 262 0170