Certificates and agreed-upon procedures
Net worth and turnover certificates. A certificate is not a small audit.
Net worth, turnover, share capital verification and other special purpose reports, under ISRS 4400 (Revised). We say plainly in the report what it is, what it is not, and who it was written for.
Three different pieces of work
Only one of these ends in an opinion. People are sold all three as if they were the same.
| Audit | Review | Agreed-upon procedures | |
|---|---|---|---|
| Level of assurance | Reasonable assurance | Limited assurance | None |
| What the report ends with | An opinion, stated positively | A conclusion, stated negatively | Findings, and nothing else |
| Who decides the work | The auditor | The practitioner | You, with us |
| Standard | International Standards on Auditing | ISRE 2400 | ISRS 4400 (Revised) |
The International Framework for Assurance Engagements puts agreed-upon procedures outside assurance work altogether, alongside compilations, as a related service. That is not a technicality. In an assurance engagement the practitioner decides the nature, timing and extent of the procedures and must chase anything that looks wrong. In an agreed-upon procedures engagement the procedures are the ones that were agreed, and nothing more is done.
What an AUP report is
The standard makes us print the limits inside the report.
ISRS 4400 (Revised) applies to engagements whose terms are agreed on or after 1 January 2022. It defines the engagement as one where the practitioner carries out procedures agreed with the engaging party and communicates the procedures performed and the related findings.
Findings are defined too, and narrowly: the factual results of the procedures, capable of being objectively verified. The definition expressly excludes opinions and conclusions in any form, and any recommendation we might otherwise make.
Three sentences have to appear. That the engagement is not an assurance engagement and we express no opinion or conclusion. That we make no representation about whether the agreed procedures were appropriate. And that had additional procedures been performed, other matters might have come to our attention that we would have reported.
The responsibility for whether the procedures answer the question sits with the party asking. Before we accept, you acknowledge that the procedures are appropriate for the purpose. That is not a way of shifting blame, and the standard closes the loophole: we are not allowed to accept or continue an engagement if we can see the procedures are inappropriate for the purpose. So the acknowledgment is yours and the judgment is still ours.
What is in the report
- The subject matter and the purpose. Named, with a statement that the report may not be suitable for another purpose.
- The procedures, described. The nature and extent of each one, and the timing where that matters, exactly as agreed.
- The findings against each procedure, including the exceptions. An exception is not softened and not omitted.
- The independence position. Either that no independence requirements apply to the engagement, or that we complied with the ones that do, named.
- Ethics and quality management. That we complied with the IESBA Code or requirements at least as demanding, and that the firm applies the quality standard.
- Signature, date and place. Dated no earlier than the day the procedures were completed and the findings determined.
On independence: the IESBA Code sets no independence requirement for an agreed-upon procedures engagement, though a law, a contract or a program may. Objectivity applies always. Which of the two positions we are in is stated in the report rather than left for the reader to guess.
The certificates we are asked for
Four requests, one engagement type behind them.
Net worth certificate
A statement of what a person or a company owns and owes at a date, with agreed procedures run over the larger items: bank confirmations, title documents, loan statements, a share register. Asked for by banks, by foreign consulates for a visa file, by a counterparty before a deal, and by courts.
Turnover or sales certificate
Revenue for a period, agreed to the books, the tax returns and the bank. The standard itself names revenue for determining royalties, rent or franchise fees as a typical subject matter, and that is where most of these requests come from: a lease with turnover rent, a franchise agreement, a distributor's annual review.
Share capital verification
Whether the capital stated in the memorandum was in fact contributed. Article 76 of the Commercial Companies Law requires an LLC to have capital sufficient to achieve the object of its incorporation, in stakes of equal value, fully paid at incorporation, with cash contributions deposited with a bank operating in the State. There is no fixed statutory minimum for an LLC; the Cabinet has the power to set one.
Contributions in kind are a separate matter, and the law does not give them to the auditor. Articles 17 and 78 put the valuation of an in-kind contribution with an approved valuator, at the contributor's expense, and a valuation done otherwise is null. Where a contribution turns out to have been valued above its actual worth, the contributor pays the difference in cash. So a share capital verification report from an audit firm is an agreed engagement, not a statutory certification the law prescribes.
Anything else with defined procedures
Grant and program spending, a stock count, a royalty calculation, a service charge account, a set of covenants a lender wants tested. If the procedures can be described objectively, in terms that are clear, not misleading and not open to more than one reading, the standard allows it. If they cannot, we say so instead of writing something vague.
Who actually asks
Two things this market says are official requirements, which we could not find at source.
A net worth certificate for the golden visa. We read the government pages. For the real estate route, the Federal Authority for Identity and Citizenship lists three documents: passport, photo, and a letter from the Real Estate Registration Department confirming ownership of property worth at least AED 2,000,000. For the public investment route it lists passport, photo and proof of eligibility, and names no accountant. The u.ae portal gives a minimum capital of AED 2 million and, separately from ICP, a different residence duration for the real estate route, so the two federal pages do not currently agree. Neither names an auditor, an audited financial report or a net worth statement.
An auditor certified turnover certificate for the FTA. The FTA's VAT registration service asks for a declaration letter of total taxable supplies and monthly sales from the date of establishment, stamped and signed by the authorized signatory, with the invoices and contracts behind it. The FTA's own turnover declaration template carries a signature block for the authorized signatory, twice, and none for an auditor. The Small Business Relief page sets the revenue line at AED 3,000,000 and prescribes no auditor evidence for the election.
None of that makes the certificates useless. It means the person asking for one is usually a bank, a landlord, a consulate or a counterparty, and the right first step is to read their request rather than assume a rule exists.
Where an audit is actually required
Ministerial Decision 84 of 2025 requires audited financial statements from a taxable person with revenue above AED 50,000,000 in the tax period, and from every qualifying free zone person, for tax periods from 1 January 2025. A tax group prepares audited special purpose statements in the form the Authority specifies. Free zones set their own renewal rules on top of that.
That is a revenue triggered audit obligation, not a certificate. If you are inside it, a certificate is not a substitute and we will say so on the first call rather than sell you the smaller job.
External audit, and who must have one
Independence also decides what we can take. Where we sign your audit opinion, some certificate work sits badly beside it. We work that out before the engagement letter, not after the report is written.
The signature
Signing a report you did not prepare is a criminal offense in this country.
Federal Decree-Law 41 of 2023 on regulating the auditing and accounting professions, in force since 29 March 2024, replaced Federal Law 12 of 2014. It says no person may practice the profession without a license from the Ministry, and that the chartered accountant's ministry approved signature and professional license number must be linked to the firm's on every report issued. Article 27 then makes it punishable by imprisonment of not less than three months, or a fine of AED 100,000 to AED 2,000,000, or both, to authenticate with your signature a report that was not prepared by you or under your supervision. That is the reason a certificate from this firm is written by this firm.
Questions we are asked before a certificate
- 01
Is an agreed-upon procedures report an audit?
No, and the standard makes us say so in the report itself. It states that the engagement is not an audit, a review or any other assurance engagement, and that we do not express an opinion or an assurance conclusion in any form. What the report contains is findings: the factual results of the agreed procedures, capable of being objectively verified, with no opinion and no recommendation attached.
- 02
Who decides which procedures are done?
You do, with us. In an audit the auditor decides the nature, timing and extent of the work. Here the procedures are the ones agreed, you acknowledge that they are appropriate for the purpose, and the report says we make no representation about that. We will still not take on procedures we can see are wrong for the purpose, which the standard also requires of us.
- 03
Will a bank accept it?
Ask the bank first, and ask in writing. The report names the purpose it was written for and states that it may not be suitable for another purpose. A report written for a landlord is not a report written for a bank. The cheapest mistake to avoid on this work is commissioning the wrong engagement.
- 04
Does a UAE authority require a net worth certificate?
Not that we can verify. For the golden visa through real estate, the Federal Authority for Identity and Citizenship lists a letter from the Real Estate Registration Department confirming ownership of property worth at least AED 2,000,000, and no accountant's certificate. Net worth certificates are asked for by banks, foreign consulates, counterparties and courts. Send us the exact wording the person asking wants to see.
- 05
The FTA wants proof of our turnover. Do you certify it?
The FTA does not ask an auditor to certify it. Its VAT registration service asks for a declaration letter of taxable supplies and monthly sales, stamped and signed by the authorized signatory, and its own template has no auditor signature block. We prepare and support that schedule from the books. Where a landlord, a franchisor or a buyer wants an independent turnover report, that is an agreed-upon procedures engagement and a different document.
- 06
What does it cost?
A fixed fee, quoted within one business day of seeing the request you have been given, before any work starts. These are short engagements with a short deliverable, and the fee is agreed with the procedures.
Related
What usually comes with it.
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