CIRCULAR TO INVESTORS:
Dear Esteemed Investor,
On 28th August 2020, the UAE Ministry of Economy published Cabinet Resolution No. 58 of 2020 (the ‘Decision’) on the “Regulation of Procedures Related to Real Beneficiaries”. The Decision requires companies based in the UAE mainland and commercial free zones to maintain registers of their beneficial owners and shareholders. Further, the decisions require that the companies file their registers with the relevant registrar and licensing authorities.
- To maintain UAE’s economic position with International requirements
- To regulate minimum obligations in disclosure of Beneficial Owners, Shareholders, Partners & Nominee Board Members
- To have effective & enduring regulatory mechanism & procedures for the beneficial owner data
Beneficial Owner or Real Beneficiaries
- A person that ultimately owns or controls, whether directly through a chain of ownership or control or by other means of control such as the right to appoint or dismiss the majority of its Directors, 25% or more of the shares or 25% or more of the voting rights in the Legal Person.
- If no real Beneficiary fits the criteria above, or there is any doubt over who has final controlling, the physical person who exercises control over the Entity through any other means shall be the Real Beneficiary.
- If no physical person is determined, the Real Beneficiary shall be the physical person who holds the position of the person in charge of Senior Management.
- A Real Beneficiary can be made up of more than one person i.e. where more than one person participates in the ownership or control they shall all be dealt with as owners and controllers.
Cabinet Decision No. 58 of 2020 is applicable to all Legal Persons (having separate Legal Identity) licensed & registered in the UAE i.e. Legal Person in the UAE Mainland & Non-Financial Free Zones
Registers to be maintained:
Companies have to create and maintain the following registers at their office:
- Register of shareholders
- Register of beneficial owners
- Register of nominee directors, i.e. the person following the guidelines or instructions issued by another person.
Companies covered by the Decision are required to maintain and submit the required information within 60 days from date of promulgation of the above Decision or at the time of incorporation of a new entity to their respective Registrars.
As the Registrar of the Companies incorporated in SAIF Zone, you must notify us the aforesaid Ultimate Beneficiary Owner’s information and any change or amendment thereafter within 15 days of such change or amendment.
Other key requirements:
- Every Entity must take reasonable measures to obtain appropriate, accurate and up-to-date data for the Registers and preserve its records from damage, loss or destruction. They must also appoint an individual point of contact (resident in the UAE) and provide the details of that contact to the Registrar.
- The Decision details the data to be collected and entered on each respective Register. Any additional data requested by the Registrar shall need to be provided by the deadline specified in the data request.
- Entities in a regulated market, in a state of dissolution or liquidation are subject to adjusted filing requirements under the Decision.
- Any case of a violation to the provisions of this Decision can result in the Minister of Economy or the Licensing Authority imposing one or more sanctions.
You may refer the Cabinet Decision here:
Cabinet Resolution No 53 of 2021 Concerning the Administration Penalties (English)
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.