The UAE is increasingly used as a base from which entrepreneurs, families and international groups manage businesses and investments across several jurisdictions. Within those structures, it is not unusual for a UK company to sit alongside UAE and other overseas entities, supported by accountants, tax advisers, corporate service providers and other professionals in different countries.
That international structure can create an important governance question: where does responsibility sit when much of the financial and compliance work is handled by others?
For a UK company, appointing professional advisers does not transfer the responsibilities that UK law places on its directors. Companies House expressly states that directors remain legally responsible for their company’s records, accounts and performance even where an accountant or other professional has been appointed.
For UAE-based owners and internationally located directors, understanding that distinction can be particularly important. Physical distance from the UK, group ownership from the UAE or the outsourcing of UK accounting and compliance functions does not, by itself, remove the responsibilities attached to being a director of a UK company.
A UK company remains subject to UK corporate requirements
International groups are often managed on a consolidated basis. Finance may be coordinated from one location, strategic decisions taken elsewhere and local compliance delegated to advisers in each jurisdiction.
Legally, however, each entity remains subject to the requirements applicable to it.
A UK-incorporated company must maintain appropriate accounting records and prepare annual accounts in accordance with the applicable requirements. The company’s board must approve those accounts before a director signs the balance sheet on its behalf.
This matters where a UK entity forms only one part of a wider international structure.
A UAE parent company, family holding structure or ultimate beneficial owner may have a clear view of the group’s overall financial position, but the directors of the UK company still need to consider the financial position, transactions and obligations of the UK entity itself.
Group oversight and entity-level responsibility are related, but they are not the same thing.
Outsourcing the work does not transfer the board’s role
An internationally structured business may use several professional providers.
A UK accountant might maintain the books and prepare statutory accounts. A separate tax adviser might deal with corporation tax. UAE advisers may support the wider ownership or holding structure, while specialists in other jurisdictions advise local subsidiaries.
This division of responsibilities can be efficient and commercially sensible. It can also create gaps if the boundaries between advisers are not clearly understood.
Directors should therefore know not only who performs each function, but also how information moves between the different parties and which matters ultimately require consideration by the board.
For example, a UK accountant may prepare the statutory accounts using information supplied by management. That does not necessarily mean that the accountant has visibility over every transaction, commitment or relationship elsewhere in the international group that could affect the UK company.
The board remains responsible for considering whether the information before it is sufficiently complete and reliable for the decisions it is being asked to make.
Cross-border structures create additional information flows
The practical challenge is often not the absence of professional advice. It is ensuring that the right information reaches the right entity and its directors.
Consider a group with a UAE holding company, a UK subsidiary and operating companies elsewhere.
There may be management charges between entities, intercompany loans, intellectual property arrangements, shareholder or director balances, guarantees, financing arrangements or services provided across borders.
Some of those matters may have consequences for the UK company’s accounts or tax position.
The directors of the UK entity therefore need sufficient visibility over relevant group transactions, even where the wider structure is managed from the UAE.
Questions may include whether:
- intercompany balances have been reconciled;
- related-party transactions have been identified;
- significant liabilities and commitments have been captured; and
- material transactions have been considered from the appropriate accounting and tax perspectives.
The purpose is not to require directors to become accountants or tax specialists. It is to ensure that international complexity does not result in a loss of entity-level oversight.
What should directors understand before approving UK accounts?
Board approval should be more than a signature process.
Directors should ordinarily be able to understand the material assumptions, transactions and judgments reflected in the accounts they are approving and ask appropriate questions where information appears incomplete or inconsistent.
Depending on the nature of the company, particular attention may be required around significant accounting estimates, unusual transactions, valuations, related-party arrangements, tax exposures, financing, contingent liabilities, liquidity and going concern.
For an internationally owned UK company, intercompany matters may require particular attention.
Material balances between the UK company and UAE or other overseas group entities should be capable of explanation and supported by appropriate records. Significant transactions should also be considered in the context of the relevant accounting, tax and legal requirements rather than treated solely as movements within the wider group.
Where information previously presented to directors differs materially from the final statutory accounts, the reason for that difference should also be understood before approval.
Location does not eliminate a director’s responsibilities
International businesses increasingly have directors who live outside the country in which a company is incorporated.
From a UK corporate-law perspective, being overseas does not in itself remove the responsibilities associated with acting as a director.
Companies House guidance makes clear that directors must exercise independent judgment and reasonable care, skill and diligence. Directors may accept professional advice, but they remain responsible for making their own decisions.
For UAE-based directors of UK companies, this makes access to reliable financial information particularly important.
If accounting records and supporting information are maintained by a UK finance team or external provider, there should be an effective process for material matters to be communicated to directors wherever they are located.
The same principle applies where the company’s financial records are maintained outside the UK. Companies House guidance contains specific requirements concerning access to accounting records and information where records are held overseas.
Cross-border administration should therefore be designed around the directors’ continuing ability to understand and oversee the company, rather than simply around where it is most convenient to process the accounting work.
Larger UK companies: the Senior Accounting Officer regime
Larger international groups should also consider whether their UK companies fall within the Senior Accounting Officer (SAO) regime.
The regime is separate from the general Companies Act requirements applying to directors and annual accounts. It concerns the arrangements through which qualifying UK-incorporated companies calculate their relevant tax liabilities.
Broadly, a UK-incorporated company can fall within the regime where, either individually or after applying the relevant aggregation rules to other UK-incorporated companies in the same group, turnover exceeds £200 million and/or the relevant balance-sheet total exceeds £2 billion in the preceding financial year.
Importantly for international groups, HMRC confirms that the test is based on UK incorporation rather than UK tax residence.
A UK-incorporated company within a UAE-headed or other overseas group can therefore potentially fall within the regime where the relevant conditions are satisfied.
The SAO must be a director or officer who has overall responsibility for the company’s financial accounting arrangements. External tax advisers can provide support, but the statutory role itself cannot simply be outsourced to them.
For larger international structures, this reinforces the distinction between obtaining professional support and transferring statutory accountability.
Audit exemption should not be confused with accounts exemption
Many privately owned UK companies will not require a statutory audit.
For financial years beginning on or after 6 April 2025, a private company may qualify for audit exemption if it meets the relevant conditions. The current headline size criteria are:
- annual turnover of no more than £15 million;
- assets of no more than £7.5 million; and
- an average of no more than 50 employees.
At least two of those three criteria are generally required. Other conditions and exclusions can apply, particularly within groups, so the company’s circumstances need to be considered rather than relying solely on the headline thresholds.
For international owners, the more important distinction is that audit exemption does not remove the underlying financial reporting responsibilities of the UK company and its directors.
Accounts still need to be prepared, appropriate accounting records maintained and the necessary board approval obtained.
An international group should therefore not equate “no UK statutory audit” with “no UK financial governance requirement”.
UK accounts filing is also changing
Companies House is implementing significant changes to the way UK companies file accounts.
From 1 April 2028, all companies will be required to file their annual accounts using commercial software. Web and paper-based accounts filing will close, and the reforms will also change aspects of the information filed by small companies and micro-entities.
For internationally managed companies, preparation for the change should extend beyond choosing appropriate filing software.
Businesses should consider whether their underlying accounting systems, advisers and internal processes can provide consistent information in the form required for UK reporting.
A UAE-based group with UK entities may, for example, use different accounting systems across the organization. The UK reporting process should therefore be considered within the wider group’s finance architecture sufficiently early to avoid a compliance issue arising simply because systems or responsibilities were not aligned.
Practical considerations for UAE-based owners and international groups
Where a UAE-based business, family or investor owns or controls UK companies, it can be useful to review the governance arrangements at both group and entity level.
There should be clarity over who maintains the UK company’s accounting records, who prepares its accounts and tax filings, which matters are handled by advisers and which require board consideration.
Information flows between the UAE and UK should also be sufficiently robust to capture transactions that affect both sides of the structure.
Particular attention may be required where there are intercompany loans or charges, related-party transactions, cross-border financing, significant director or shareholder balances, guarantees or other arrangements involving more than one entity.
The objective is not to duplicate work between advisers in different countries. It is to ensure that responsibilities are coordinated and that the directors of each company receive the information they need to discharge their own role.
International structuring requires entity-level governance
Cross-border structures can provide commercial, operational and investment advantages, but they also create multiple layers of responsibility.
A company may ultimately be owned in the UAE, form part of a wider family or corporate structure and rely extensively on professional advisers. None of those factors changes the basic principle that the directors of a UK company must remain engaged with the responsibilities attached to that company.
The practical focus should therefore be on coordination.
Owners and boards should understand how the UK entity fits within the wider structure, how financial information moves between jurisdictions, where professional responsibilities begin and end, and which matters ultimately remain for directors to assess and approve.
For international groups, effective governance is not simply about appointing appropriate advisers in each jurisdiction. It is also about ensuring that those advisers, the underlying systems and the relevant boards operate as a connected framework rather than as separate parts of the structure.
How WTA International can assist
Based in the UAE, WTA International works with internationally active businesses, entrepreneurs, families and investors whose affairs may extend across multiple jurisdictions.
Where a UAE-based ownership or business structure includes UK or other overseas entities, WTA can assist in considering the structure as a whole, coordinating with relevant professional advisers and identifying where accounting, tax, corporate and governance requirements intersect across jurisdictions.
The appropriate approach will depend on the ownership structure, jurisdictions involved, activities of each entity and the specific responsibilities of its directors and officers.
This article is intended for general information only and does not constitute tax, legal or accounting advice. Specific advice should be obtained based on the relevant facts, entities and jurisdictions.
