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M&A Advisory in Dubai and Abu Dhabi: Financial and Tax Due Diligence, Deal Support and Integration
M&A advisory supports buyers and sellers through a merger or acquisition. For UAE deals, SGA World provides financial and tax due diligence, valuation support, deal structuring with corporate tax and VAT in mind, review of sale agreements from a financial angle, completion accounts and post-deal integration of finance and reporting.
- Ministry of Economy and Tourism approved auditor
- 500+ clients
- Dubai & Abu Dhabi
M&A support at a glance
- Buy side
- Financial and tax due diligence
- Sell side
- Vendor due diligence and readiness
- Structuring
- Corporate tax, VAT and reliefs
- Completion
- Completion accounts and price checks
- After the deal
- Finance integration
Buying or selling a business in the UAE involves more than agreeing a price. Buyers need to know whether the profits, cash and tax position are real; sellers need to present clean numbers and avoid surprises that cut the price late in the deal.
SGA World supports buyers, sellers and investors with financial and tax due diligence, valuation support, deal structuring, completion accounts and post-deal integration. As auditors and tax advisers, we focus on the numbers that change the price.
- Quality of earnings, net debt and working capital
- Due diligence
- Corporate tax, VAT and transfer pricing exposures
- Tax
- Share or asset deal, with reliefs considered
- Structure
- Finance and reporting after completion
- Integration
At a glance
M&A Advisory: Key Points
- Quality of earnings: adjusts reported profit for one-off, owner-related and non-recurring items.
- Net debt and working capital: often move the final price more than the headline multiple.
- Tax due diligence: checks corporate tax, VAT, QFZP status and transfer pricing exposures.
- Structure: share or asset deals have different corporate tax and VAT results.
- Protection: findings feed into price adjustments, warranties and indemnities.
- After completion: integrating accounting, controls and reporting protects the deal value.
What we do
What Does Our M&A Advisory Include?
- Financial due diligence: quality of earnings, revenue and margin trends, net debt, working capital and cash conversion.
- Tax due diligence: corporate tax registration and returns, QFZP conditions, VAT compliance, transfer pricing and historic exposures.
- Vendor due diligence and sale readiness: cleaning up the numbers and preparing a data room before going to market.
- Valuation support: independent views of value and the assumptions behind it. See our business valuation service.
- Deal structuring: share or asset purchase, holding structures and use of corporate tax reliefs.
- Completion accounts and locked box reviews: checking the figures that set the final price.
- Post-deal integration: aligning charts of accounts, controls, reporting and tax filings.
Findings
What Does Due Diligence Usually Find in UAE Deals?
| Area | Common finding | Effect on the deal |
|---|---|---|
| Earnings | Owner costs or related-party pricing distort profit | Lower normalised earnings |
| Working capital | Old receivables or slow-moving stock | Price adjustment |
| Net debt | Gratuity, deferred income or tax payables not counted as debt | Lower equity value |
| Corporate tax | QFZP conditions not met or late registration | Tax exposure and indemnity |
| VAT | Errors in input tax or zero-rating | Back taxes and penalties |
| Records | Weak contracts or missing documents | Warranties and conditions |
How we work
How Does Our M&A Support Work?
Step01
Scope
Agree the key risks, data needed and timetable with you and your lawyers.
Step02
Analyse
Review the data room, interview management and test the numbers.
Step03
Report
Deliver findings ranked by impact on price and deal terms.
Step04
Negotiate
Support price, structure, warranties and completion mechanics.
Step05
Complete and integrate
Check completion figures and integrate finance after the deal.
Why SGA World
Why Choose SGA World for M&A Advisory Services?
Ministry-approved audit firm
SGA World is a Ministry of Economy and Tourism approved audit firm, so our reports are accepted where it matters.
Audit and tax in one team
Auditors, VAT, corporate tax and transfer pricing specialists work together, so nothing falls between advisers.
Qualified chartered accountants
A team of chartered accountants qualified in India and the UK, focused on UAE rules.
500+ clients
Mainland and free zone companies, from start-ups and SMEs to regional groups.
Listed with major UAE banks
Our audit work is recognised by major UAE banks for facilities and account reviews.
Tax
How Does UAE Corporate Tax Affect an Acquisition?
Share deals transfer the company with its tax history, so the buyer inherits any corporate tax, VAT or transfer pricing exposures; due diligence and indemnities matter most here. Gains on qualifying shareholdings may benefit from the participation exemption for the seller.
Asset deals transfer only selected assets and liabilities. The transfer of a business as a going concern can be outside the scope of VAT if conditions are met, and business restructuring relief or qualifying group relief may apply within groups.
For free zone targets, check whether the company truly meets the QFZP conditions; losing that status can change the value significantly. See our company restructuring and corporate tax services.
Worked example
Example: Due Diligence on a UAE Trading Company
A buyer agreed a price of 6 times EBITDA of AED 5 million for a UAE trading company. Financial due diligence found:
- AED 600,000 of owner expenses run through the company, which increased normalised EBITDA;
- AED 900,000 of one-off profit from a contract that would not recur, which reduced it;
- AED 2 million of receivables over a year old;
- unpaid gratuity of AED 1.2 million not counted in net debt;
- a free zone subsidiary claiming 0% without meeting the QFZP conditions.
The buyer renegotiated the price and obtained a specific tax indemnity, before signing.
What to prepare
What Do We Need for Due Diligence?
Financials
Three years of audited accounts and management accounts.
Trial balances
Detailed ledgers and trial balances for the review period.
Working capital
Receivables and payables ageing, stock reports.
Tax
VAT and corporate tax returns, registrations and correspondence.
Contracts
Key customer, supplier and financing agreements.
People
Employee lists, gratuity and incentive arrangements.
Fees and timing
What Affects the Cost of M&A Support?
Fees depend on the size and complexity of the target, the scope (financial, tax or both), the number of entities and countries, the quality of the data room and the timetable. We agree a fixed fee for each phase.
Deals desk
Get Clear Numbers Before You Sign
Tell us about the target or your business and the timetable. We will scope the due diligence or sale preparation.
We handle
- Financial due diligence
- Tax due diligence
- Valuation support
- Completion accounts
- Post-deal integration
Location: Dubai & Abu Dhabi
Talk to Our Team
Our offices in Business Bay, Dubai and Al Bateen, Abu Dhabi support clients across the UAE.
Dubai
Office 1923, The Exchange Tower, Business Bay, Dubai
Abu Dhabi
Khalidiya Towers M-B6, W10, Al Bateen, Al Khalidiyah, Abu Dhabi
Talk to an auditor
Tell us your company type, jurisdiction and deadline. We will confirm the scope, timeline and fee.
- WhatsApp us+971 50 627 3556
- Call us+971 4 570 1795
- Email us[email protected]
- Book an appointmentChoose a time that suits you
Prefer a form? Send us a detailed enquiry.
Who prepared this page
Written and reviewed by SGA World's audit and tax team
This guide is prepared by chartered accountants at SGA World Auditing Accounting L.L.C S.P.C in Business Bay, Dubai, a Ministry of Economy and Tourism approved audit firm, and checked against Federal Tax Authority legislation and guidance. It is reviewed whenever the rules change.
- Last reviewed 14 October 2026
- Chartered accountants from India and the UK
- FTA representation through Saif Chartered Accountants
Have a question about your company?
Tell us your activity, jurisdiction and deadline. A chartered accountant will reply.
Ask an expertFrequently asked questions
M&A Advisory – FAQs
Short answers to the questions UAE businesses ask us most. Still unsure?
Talk to our team01.What is financial due diligence?
A review of a target's financial information to confirm the quality of earnings, net debt, working capital and key risks before a deal.
02.Why is tax due diligence important in the UAE now?
Since corporate tax, buyers can inherit corporate tax, VAT and transfer pricing exposures in a share deal. QFZP status of free zone targets also needs checking.
03.Do you act for sellers as well as buyers?
Yes. We prepare vendor due diligence and help sellers get their numbers ready before going to market.
04.What are completion accounts?
Accounts prepared at completion to adjust the price for actual net debt and working capital, compared with the amounts assumed in the agreement.
05.Can you help after the deal closes?
Yes. We integrate accounting, controls, reporting and tax filings into the buyer's group.
06.How long does financial due diligence take?
Typically two to six weeks, depending on the size of the target and how quickly data is provided.
07.What is a locked box?
A pricing mechanism where the price is fixed on historical accounts, with protection against value leaving the business before completion.
08.What are normalised earnings?
Earnings adjusted for one-off, owner-related and non-recurring items, to show sustainable profit.
09.Do you work with lawyers on deals?
Yes. Our findings feed into the sale agreement, warranties and indemnities drafted by your lawyers.
10.Can you help prepare a business for sale?
Yes. We review the numbers, fix issues and prepare a data room before going to market.
References:Federal Tax Authority · UAE Ministry of Finance — reviewed 14 October 2026
