The rules in force
Beneficial ownership disclosure in the UAE is governed by Cabinet Decision No. 109 of 2023 on regulating beneficial owner procedures, with administrative penalties set by Cabinet Decision No. 132 of 2023. The rules apply to mainland companies and to companies in commercial (non-financial) free zones. The DIFC and ADGM financial free zones have their own regimes.
The information is filed with the registrar that issued the licence — for a free zone company, the free zone authority. Many free zones now take UBO filings and updates through their online portals.
Who counts as a beneficial owner
- A natural person who directly or indirectly owns or controls 25% or more of the company's capital or voting rights.
- If there is no such person, the natural person who controls the company by other means (for example, through the right to appoint directors or through arrangements).
- If no such person can be identified either, a member of senior management is recorded as the beneficial owner.
The key point: it is the natural person at the end of the chain. If the shares are held by a holding company, trust or foundation, you must disclose who stands behind it.
Which registers to keep
- a register of beneficial owners;
- a register of partners or shareholders;
- a register of nominee board members (nominee directors), if any.
The registers are kept in the UAE and their contents are filed with the registrar. Any change — a share transfer, a new director, a holding restructure — must be recorded and notified to the registrar within the short period set by the rules. Confirm the exact deadline and filing method with your zone's registrar.
What to check now
- Does the zone's record match your actual ownership structure, including every intermediate company?
- Are nominee arrangements — nominee shareholders or directors — disclosed?
- Does the UBO data match what you gave your bank for KYC? Discrepancies are a common trigger for compliance questions and account freezes — see Bank accounts and compliance.
- Has the data been updated since the last change of shareholders or management?
- Do you hold current documents evidencing the ownership chain (register extracts, holding company constitutions, trust deeds)?
What is at stake
Failing to file, or filing inaccurate beneficial ownership data, attracts administrative penalties that increase for repeat breaches — and in practice causes problems with licence renewal and with the bank. We review structures and prepare filings as part of our corporate support and compliance work.
FAQ
Yes, if it is in a commercial (non-financial) free zone. The DIFC and ADGM have their own disclosure rules.
At 25% of capital or voting rights, directly or indirectly. Failing that, control by other means counts, and then senior management.
The register is not public; the registrar and authorised government bodies have access.