Article commentary and official references

Restructuring and ownership structures

Article 38 — Constituent entities joining or leaving a group

Determines treatment in the acquisition or disposal year, including income, assets, deferred tax and the period of group membership.

Short answer

Determines treatment in the acquisition or disposal year, including income, assets, deferred tax and the period of group membership.

What should you do now?Establish the control date, amounts consolidated and a separate close for the membership period.

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.

Determines treatment in the acquisition or disposal year, including income, assets, deferred tax and the period of group membership.

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?

In a joining or leaving year, include the target's result and taxes included in the UPE's consolidated statements for the relevant period. Use adjusted historical asset and liability values rather than automatically stepping up to acquisition price. Apply acquisition-year payroll and tangible-asset rules, including membership-period adjustments. Track deferred taxes transferred between groups. Where a controlling-interest sale is taxed locally as an asset sale on the Paragraph I basis, apply Article 39 instead.

Who should read this?

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

Practical action

Establish the control date, amounts consolidated and a separate close for the membership period.

Common mistake to avoid

Counting a full year in both groups or using purchase price as a new basis without the exception.

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