If you own or control 25% or more of a UAE company, directly or through other companies, you are its ultimate beneficial owner (UBO). The company must record you in a register and give that register to its licensing authority. The rules come from Cabinet Decision No. 109 of 2023, which replaced the 2020 rules, and the fines from Cabinet Resolution No. 132 of 2023.
The filing itself rarely takes long. What goes wrong is the analysis behind it, the deadlines after a change, and nominee arrangements nobody wrote down. This is general information, not legal advice.
Who counts as a beneficial owner?
The decision applies three tests, in this order:
- Ownership or control. Any individual who owns or controls 25% or more of the capital or of the voting rights, directly or through a chain of companies, or who has the right to appoint or dismiss most of the directors.
- Control by other means. If nobody meets the first test, or there is doubt about who does, the individual who controls the company in some other way.
- Senior management. If neither test identifies anyone, the individual in the senior management position is treated as the beneficial owner.
A beneficial owner is always a natural person. A holding company is never the answer: you keep going up the chain until you reach people. Where several people jointly own a stake, each of them is treated as owning it.
Tracing ownership through a chain: an example
Say a Dubai LLC is owned 60% by a holding company in Cyprus and 40% by Ms A. The Cyprus company is owned equally by Mr B and Mr C.
- Ms A owns 40% directly, so she is a beneficial owner.
- Mr B and Mr C each own half of 60%, which is 30% each, so both are beneficial owners.
Now change one fact. The Cyprus company has five owners with 20% each. Each holds 12% of the LLC indirectly, so none crosses 25% through ownership. Unless one of them controls the company another way, for example through a shareholders' agreement that lets them appoint the board, Ms A is the only beneficial owner by ownership.
The registers should still show the whole chain. The registrar can ask, and failing to disclose the ownership layers of a complex structure is a separate violation with its own fine.
Which companies the rules cover
The decision applies to legal persons licensed or registered in the UAE, including those in commercial free zones. That takes in mainland companies, branches of foreign companies and free zone companies.
Offshore companies are covered through their registries. JAFZA asks its offshore companies to file a UBO form, and RAK ICC's own regulations make the registered agent keep and file the record. Our guide to offshore companies in the UAE explains how that works.
The decision does not apply to:
- companies wholly owned by the federal or a local government, or by companies they wholly own
- companies in the financial free zones, DIFC and ADGM, which sit outside this decision
- a government partner, meaning a federal or local government holding shares in a company
A company owned by a company listed on a regulated market with adequate disclosure rules, or a majority-owned subsidiary of one, does not have to gather beneficial owner data itself.
What you must keep and file
The duty sits with the company, not the shareholders. It must keep:
- A register of beneficial owners. For each owner: full name, nationality, date and place of birth, address, passport or ID number with its country and dates of issue and expiry, the basis on which and date from which they became a beneficial owner, and the date they stopped being one.
- A register of partners or shareholders. Each holder's shares, share classes and voting rights and the date they became a shareholder. For individuals, add the name as it appears on their ID, nationality, address, place of birth, employer's name and address, and a copy of a valid passport or ID.
- Nominee details, so that any nominee director or shareholder appears together with the person they act for.
The company must also give the registrar the name of an individual living in the UAE who is authorised to disclose this information, with their address, contact details and a copy of their ID.
The registrar for a Dubai mainland company is the Department of Economy and Tourism (DET). For a free zone company it is the free zone authority, which usually runs the filing through its own portal; JAFZA, for example, uses Dubai Trade. Many companies hand the filing to their PRO services provider along with other licence work.
Filing and update deadlines
| Event | Deadline |
|---|---|
| New company: create the registers and file them with the registrar | 60 days from licensing |
| Any change in beneficial owners, shareholders or their data | 15 days |
| The registrar asks for more information | 14 days |
| A nominee director takes up, changes or leaves the role | 15 days to tell the company |
| Shares issued in the name of persons or board members | 15 days to tell the registrar |
| The company goes into liquidation | 30 days for the liquidator to hand the registers to the registrar |
Two practical points. First, changes further up the chain count. A share sale inside a holding company abroad can change your beneficial owners, and the 15-day rule applies to it just as it does to a sale of the UAE shares. Second, a company may not register a share transfer unless the buyer states whether the transfer changes the beneficial owner.
The registrar can also ask for your core company data again when you renew or amend the licence, so renewal is a natural checkpoint. Our guide to renewing a Dubai trade licence covers the rest of that process.
Nominee directors and nominee shareholders
The rules don't ban nominees. They make them visible.
A nominee board member, meaning a director who acts on someone else's instructions, must tell the company within 15 days of taking up the role and give their details. Changes, and the end of the arrangement, must also be reported within 15 days. Where a shareholder holds shares as a nominee or trustee, the shareholder register records both the nominee and the person they represent. Bearer shares are not allowed.
If a structure relies on a nominee to keep a name off company documents, it will not do that job here. The registers are confidential, but the registrar sees through them.
Fines and sanctions
Cabinet Resolution No. 132 of 2023 sets the penalties. For most violations, a first offence brings a written warning with 15 or 30 days to fix the problem. A second and third offence bring fines, and on a third violation the registrar can also suspend the licence and close the business until the fine is paid and the problem fixed. Selected amounts, as of October 2026:
| Violation | Second offence | Third offence |
|---|---|---|
| Not creating or maintaining the UBO register | AED 50,000 | AED 100,000 |
| Not disclosing ownership layers in a complex structure | AED 50,000 | AED 100,000 |
| Not giving the registrar nominee director details | AED 40,000 | AED 80,000 |
| Not registering beneficial ownership details properly | AED 20,000 | AED 40,000 |
| Not updating the UBO register | AED 15,000 | AED 30,000 |
| Not naming a UAE-resident contact person | AED 10,000 | AED 20,000 |
A liquidator who fails to keep the records for five years after the company is dissolved faces a fine of AED 100,000. If you disagree with a penalty, you can file a grievance with the registrar within 30 days of being notified.
Mistakes that lead to fines
- Stopping at the holding company. Recording a corporate shareholder as the UBO instead of the people behind it.
- Missing indirect changes. Shares change hands in a parent company abroad and nobody updates the UAE registers within 15 days.
- Treating 25% as the only test. Someone with under 25% who can appoint the board through a shareholders' agreement is a beneficial owner too.
- A contact person who has left. The UAE-resident contact must be reachable, and replaced when they leave the country.
- Unwritten nominee arrangements. If a director acts on someone's instructions, the paperwork has to say so.
- Confusing bank KYC with the filing. Your bank checks ownership for its own purposes, as our corporate bank account guide explains. The registrar still needs its own filing.
Keep the registers with your statutory records and review them whenever owners, directors or the group structure change, not only at renewal. Auditors and banks often ask for them too; our guide to bookkeeping and audit requirements covers the wider record-keeping picture. If you are setting up a company, our business setup team prepares the UBO filing with the licence. For a structure with several layers, book a free consultation before you file.
Sources
- Ministry of Economy and Tourism: Cabinet Decision No. 109 of 2023 on beneficial owner procedures
- Ministry of Economy and Tourism: Cabinet Resolution No. 132 of 2023 on administrative penalties
- Ministry of Economy and Tourism: briefing on the beneficial owner resolution
- JAFZA: Guide to ultimate beneficial owners
- RAK ICC: Beneficial Ownership Regulations 2019
Frequently asked questions
Is the UAE UBO register public?
Do I need a UBO register if I am the only shareholder?
What if a trust or foundation owns the shares?
Who is the registrar for my company?
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