When dealing with the Federal Tax Authority (FTA) in the UAE, companies are often required to submit official verification documents. One common request is the Certificate of Incumbency, a document used internationally to verify shareholders, directors, and signatories. However, many UAE Free Zones simply do not issue this document, leaving business owners confused about how to proceed.
This guide explains exactly what to do if FTA requires a certificate of incumbency but your company lacks one, along with templates you can use immediately and clear alternative options fully accepted by the FTA.
The FTA requests ownership and signatory verification documents as part of VAT registration, deregistration, corporation tax registration, and general compliance reviews. Their goal is simple: ensure the business is real, legally structured, and properly represented by authorized individuals.
A Certificate of Incumbency (also called a Register of Directors Certificate or Company Extract in some countries) confirms:
The company’s legal status
Shareholders and ownership structure
Directors
Authorized signatories
Company registration details
It is commonly issued in offshore jurisdictions such as BVI, Cayman Islands, and Seychelles. In the UAE, however, many Free Zones do not issue such a document, which leads to challenges during FTA audits or onboarding processes.
Most Free Zones issue only:
Trade License
Memorandum & Articles
Share Certificate
Establishment Card
They do not issue a Certificate of Incumbency because it is not part of their legal or administrative framework. Instead, they can provide:
A shareholder register
A company extract
These serve the same purpose.
If your Free Zone does not issue a Certificate of Incumbency, you can still meet FTA requirements by submitting an acceptable alternative.
The FTA allows companies to provide equivalent supporting documents, accompanied by a short declaration confirming that the Free Zone does not issue a Certificate of Incumbency.
Here are the three primary options.
This is the most commonly accepted alternative.
It should contain:
Shareholder names
Ownership percentages
License information
Incorporation details
This internal company document is accepted when formal extracts are not available.
It should:
Be on company letterhead
List shareholders
List authorized signatories
Be signed by directors
Include the company stamp
If a company holds shares (instead of an individual), a lawyer can issue a legal confirmation covering:
Beneficial ownership
Authorized representatives
Corporate structure
Whenever you submit alternative documents, include a brief declaration under the officer's notes:
Explaining why you can’t provide a Certificate of Incumbency
Confirming your Free Zone does not issue the document
Stating that your attachments serve as valid substitutes
Below are refined and professionally formatted versions of the samples you provided. You may copy, paste, and customize.
To:
Federal Tax Authority (FTA)
United Arab Emirates
Subject: Confirmation of Ownership and Authorized Signatories
Dear Sir/Madam,
We hereby confirm that [Company Name], holding Trade License No. [License Number], incorporated on [Date of Incorporation] under the authority of [Free Zone Name / Licensing Authority], is an active entity in good standing.
The current shareholders and ownership structure are as follows:
[Shareholder 1 Name] – [Percentage]%
[Shareholder 2 Name] – [Percentage]%
The following individuals are authorized to act and sign on behalf of the company:
[Authorized Signatory Name] – [Position / Title]
Please note that the Free Zone does not issue a formal Certificate of Incumbency. Accordingly, this letter serves as an official confirmation of the company's ownership and authorized signatories for the purposes of FTA verification.
Thank you for your understanding.
Yours faithfully,
For [Company Name]
[Signature]
[Company Stamp]
[Company Letterhead]
BOARD RESOLUTION
Date: [Insert Date]
The undersigned directors of [Company Name], holding Trade License No. [License Number], duly incorporated under the authority of [Free Zone Name], hereby resolve as follows:
Shareholders
The following are the current shareholders of the company:
[Shareholder Name 1] – [Percentage]%
[Shareholder Name 2] – [Percentage]%
Authorized Signatories
The following individuals are authorized to sign and act on behalf of the company before the Federal Tax Authority (FTA):
[Authorized Signatory Name 1] – [Position]
[Authorized Signatory Name 2] – [Position]
The company acknowledges that the Free Zone does not issue a formal Certificate of Incumbency, and this resolution is issued to serve the same purpose for FTA verification.
Signed on this [Date] at [Place].
[Director Name 1]
[Director Name 2]
For [Company Name]
Company Stamp
Yes. The FTA routinely accepts shareholder registers, company extracts, board resolutions, or legal confirmations.
A lawyer’s confirmation letter is usually required.
Typically 3–10 working days, depending on the completeness of documents.
A stamp is strongly recommended for FTA submissions.
Not usually, unless the FTA specifically requests it.
You may provide additional evidence or request a clarification meeting.
If you're unsure what to do if FTA requires a certificate of incumbency but your company lacks one, the solution is straightforward: submit acceptable alternatives and include a clear declaration. The FTA recognizes that many UAE Free Zones do not issue such a document and provides flexibility as long as you supply valid proof of ownership and authorized signatories.
Need help preparing your substitution documents, drafting custom letters, or submitting your file to the FTA? Theta 7 can handle the entire process for you—accurate, compliant, and delivered within hours.
Contact us now to get your FTA-ready documents prepared professionally and avoid processing delays.
