Overview

On 6 November 2023, the UAE Ministry of Economy issued Cabinet Decision No. (109) of 2023 concerning the Regulation of Procedures Related to Beneficial Owners, replacing Cabinet Resolution No. (58) of 2020.

This Decision establishes the primary legal framework governing the identification, registration, maintenance, and disclosure of Ultimate Beneficial Owners (UBOs) for legal entities operating in the UAE mainland and commercial free zones.

To support effective implementation, supervision, and enforcement of Beneficial Ownership obligations, the framework is further complemented by Cabinet Resolution No. (71) of 2024, which sets out enhanced supervisory, procedural, and coordination mechanisms for Registrars and Licensing Authorities.

Together, these instruments require all in-scope legal entities to:

• Maintain accurate and up-to-date Registers of Beneficial Owners and Registers of Partners or Shareholders; and
• Submit such registers and related information to the relevant Registrar and Licensing Authority within prescribed timelines.

Regulatory Framework

The UAE Beneficial Ownership regime is governed by the following instruments:

• Cabinet Decision No. (109) of 2023 concerning the Regulation of Procedures Related to Beneficial Owners;
• Cabinet Resolution No. (71) of 2024, establishing supervisory, inspection, coordination, and implementation mechanisms; and
• Cabinet Decision No. (132) of 2023 concerning Administrative Penalties for Violations.

Objective

• The Beneficial Ownership framework aims to:

  • Enhance the UAE’s economic and business environment in line with international transparency and governance standards;
  • Clearly define the responsibilities of Registrars, Licensing Authorities, and Legal Persons;
  • Strengthen oversight of licensing and registration processes, including the establishment and maintenance of Beneficial Owner and Shareholder Registers; and
  • Ensure the consistent, effective, and sustainable application of Beneficial Ownership requirements through enforceable regulatory and supervisory measures.

Beneficial Owner or Real Beneficiaries

• A Beneficial Owner (Real Beneficiary) is a natural person who ultimately owns or controls a Legal Person, whether directly or indirectly, through:

  • Ownership of 25% or more of the shares or capital;
  • Control of 25% or more of the voting rights; or
  • Control through other means, including the authority to appoint or dismiss the majority of directors or senior decision-makers.

  Where no individual meets these thresholds, or where ultimate control cannot be clearly determined, the Beneficial Owner shall be:

  • The natural person exercising control by other means; or
  • Failing that, the natural person holding a Senior Management position.

  Where more than one individual exercise ownership or control, all such individuals shall be identified and recorded as Beneficial Owners.

Scope

This framework applies to:

• All Legal Persons with separate legal personality licensed or registered in the UAE mainland and commercial free zones.

The following are exempt:

• Legal Persons wholly owned by the Federal or Local Government, or entities wholly owned by such governments;
• Entities licensed in Financial Free Zones; and
• Legal Persons with a Governmental Partner, subject to applicable conditions.

Registration and Licensing of the Legal Person

• Upon applying for registration or licensing, a Legal Person must submit to the Registrar:

  • Legal name, legal form, and constitutional documents (including Articles of Association);
  • Registered head office or principal place of business in the UAE, or details of the UAE legal representative for foreign entities;
  • Statutes or equivalent documents approved by the competent authority in the country of incorporation;
  • Details of Senior Management, including full name, travel document or Emirates ID details, issuing authority, and validity dates.

  Legal Persons must:

  • Use only their registered name and legal form in all official correspondence;
  • Maintain a clear and valid registered address within the UAE; and
  • Notify the Registrar promptly of any approved name or address changes.

Beneficial Owner Register

Each Legal Person must establish and maintain a Beneficial Owner Register containing:

• Full name, nationality, date and place of birth;
• Residential or designated address for official notifications;
• Travel document or identity card details, including issue and expiry dates;
• Basis and date of Beneficial Ownership;
• Date of cessation of Beneficial Ownership, where applicable.

Timelines and Updating Requirements

The Beneficial Owner Register must be established within sixty (60) days of incorporation, registration, or the Decision’s effective date, whichever is later.

Any changes must be updated within fifteen (15) days of occurrence.

Where an individual is recorded without prior knowledge, the Legal Person must notify the individual within fifteen (15) days.

Supervisory, Implementation & Compliance Measures

• Take reasonable measures to ensure Beneficial Owner and Shareholder data is accurate, complete, and up to date;
• Safeguard records against loss, damage, or destruction;
• Appoint a designated point of contact, resident in the UAE, and provide the contact’s details to the Registrar;
• Provide any additional information requested by the Registrar within the specified deadline.

Entities operating in a regulated market, or those undergoing dissolution or liquidation, are subject to adjusted filing and disclosure Enforcement and Penalties

Failure to comply with the provisions of Cabinet Decision No. (109) of 2023 may result in the Ministry of Economy or the relevant Licensing Authority imposing one or more administrative sanctions, in accordance with applicable laws and regulations.

Record-Keeping & Designated Contact

Legal Persons must:

• Take reasonable measures to ensure Beneficial Ownership data is accurate, complete, and up to date;
• Protect registers and records from loss, damage, or destruction;
• Appoint a designated point of contact, resident in the UAE, and provide the contact’s details to the Registrar;
• Submit any additional information requested by competent authorities within the specified deadline.

Enforcement and Penalties

Non-compliance with Beneficial Ownership obligations may result in administrative sanctions imposed by the Ministry of Economy or the relevant Licensing Authority, in accordance with:

• Cabinet Decision No. (132) of 2023, and
• Cabinet Resolution No. (71) of 2024, which governs supervisory actions, inspections, escalation procedures, and enforcement coordination.

Reference

Cabinet Decision No. (109) of 2023
Cabinet Decision No (132) of 2023 regarding the administrative penalties imposed on violators.
Cabinet Resolution No. (71) of 2024 Regulating Violations, Administrative Penalties Imposed on Violators of Measures for Confronting Money Laundering and Combating Financing of Terrorism Subject to the Control of Ministry of Justice and Ministry of Economy

Declaration

You may submit the information required at our e-Portal

Beneficial Owner Procedure Regulation Webinar

Click here to watch the webinar organized in cooperation with the Ministry of Economy and Executive Office of Anti-Money Laundering and counter Terrorism Financing, for investors and employees in Hamriyah Free Zone Authority and Sharjah Airport International Free Zone Authority.

Beneficial Owner Procedure Regulation Guide

Step by Step Guide in filling out the UBO Declaration Form for Individual Owner/s

Step by Step Guide in filling out the UBO Declaration Form for Corporate Owner/s