Article commentary and official references

Restructuring and ownership structures

Article 37 — Revenue test on group merger and demerger

Reconstructs the revenue test for group mergers, acquisitions of standalone entities and demergers while preventing duplication of pre-merger transactions.

Short answer

Reconstructs the revenue test for group mergers, acquisitions of standalone entities and demergers while preventing duplication of pre-merger transactions.

What should you do now?Rebuild four-year revenue data for each group component before and after the transaction using consistent currency and periods.

Provision in brief

What does the official Article provide?

The official source is Arabic. This English commentary is explanatory and is not presented as an official translation.

Reconstructs the revenue test for group mergers, acquisitions of standalone entities and demergers while preventing duplication of pre-merger transactions.

This is a verified summary rather than a verbatim reproduction. Consult the official Arabic text, the Law and later decisions before making a final determination.

Madar explanation

What does the Article mean in plain language?

Mergers and demergers can alter the revenue test. For merging groups, aggregate relevant earlier-year revenue under the Article, addressing inter-group transactions and non-aligned periods. A merger involving an entity without consolidated statements has a separate rule. A demerged group applies the first-year and second-to-fourth-year tests in Paragraph E. A legal reorganisation does not simply reset group history. Map entities before and after the transaction to each relevant testing year.

Who should read this?

M&A, restructuring, legal, tax and consolidation teams.

Practical action

Rebuild four-year revenue data for each group component before and after the transaction using consistent currency and periods.

Common mistake to avoid

Assuming a newly named group is outside scope because it lacks four years under that name.

Legislative connection

Related Articles

Limits of the commentary

Before relying on the result

Is this Article enough on its own?

Usually not. Read it with the connected Law Article, definitions, any effective election and current NBR guidance, especially for an amount or deadline.

Does NBR guidance replace the Regulations?

No. Guidance explains application and supports procedures and examples, but current legislation and decisions prevail in case of inconsistency.

References

Official sources