UBO Register & Beneficial Ownership Compliance in the UAE
The UAE’s beneficial ownership framework requires mainland UAE companies to identify, verify, and register their Ultimate Beneficial Owners: the real individuals who ultimately own or control the company, regardless of how many layers of corporate structure sit between them and the entity. Introduced under Cabinet Decision No. 58 of 2020 and updated under Cabinet Decision No. 109 of 2023, the UBO framework is part of the UAE’s broader commitment to corporate transparency and its FATF action plan obligations.
Non-compliance with UBO requirements carries financial penalties of up to AED 100,000 per violation, and persistent failures can lead to further regulatory action. ZAMA manages the UBO compliance process for UAE businesses, identifying beneficial owners, preparing the register, and ensuring filings are made correctly and kept current.
Who Must Comply with UAE UBO Regulations?
Whether the framework applies depends on where and how your company is registered.
Applies To
UAE Mainland Companies
- Limited Liability Companies (LLCs).
- Private joint stock companies.
- Other commercial entities licensed by the relevant Department of Economic Development.
Exempt
Not Subject to the Framework
- Companies listed on a UAE stock exchange.
- Companies wholly owned by the UAE federal or emirate government, or by companies wholly owned by such governments.
- Branches of foreign companies registered in the UAE.
Free Zone companies are not subject to the mainland UBO framework, but many Free Zones operate their own beneficial ownership disclosure requirements through their respective regulatory authorities. ZAMA advises on the specific requirements of your entity’s structure and registration jurisdiction.
Who Qualifies as an Ultimate Beneficial Owner?
Under the UAE framework, an individual qualifies as a UBO if they:
- Own or control, directly or indirectly, 25% or more of the shares or voting rights in the company.
- Have the right to appoint or remove a majority of the company’s directors or equivalent governing body.
- Otherwise exercise effective control over the company’s management or decisions.
Where no individual meets these criteria, for example in a widely held company where no single person owns 25% or more, the framework requires the identification of the individual(s) who exercise control through other means, or, if no such individual can be identified, the senior management officer.
Complex Ownership Structures
Identifying the UBO becomes more complex when ownership is held through chains of corporate entities: holding companies, trusts, nominee arrangements, or international structures. In these cases, the company must trace through each layer of ownership to identify the natural person(s) who ultimately own or control it. ZAMA advises on UBO identification for complex and international ownership structures, ensuring the register reflects the true beneficial ownership of the entity.
What Are the UBO Compliance Requirements?
Maintain a UBO Register
Every applicable UAE mainland company must maintain an up-to-date register of its UBOs, recording each UBO’s full name, nationality, date of birth, residential address, national ID or passport number, the date on which the person became a UBO, and the basis on which they qualify.
Maintain a Nominee Register
Companies must also maintain a register of nominee directors and nominee shareholders, individuals or entities that hold shares or directorships on behalf of another person. The register must record both the nominee and the person on whose behalf the nominee acts.
File with the Relevant Authority
UBO registers must be filed with the relevant licensing authority, the Department of Economic Development in the relevant emirate. Filings must be made within 60 days of the company’s establishment, and updated within 15 days of any change in UBO information.
Annual Confirmation
Companies are required to confirm their UBO register on an annual basis as part of their licensing renewal. If no changes have occurred, a confirmation of the existing register is required. If changes have occurred, an updated register must be submitted.
Frequently Asked Questions
Cabinet Decision No. 109 of 2023 provides for administrative penalties for UBO non-compliance, including failure to maintain the required registers, failure to file with the relevant authority, and failure to update registers when UBO information changes. Penalties of up to AED 100,000 per violation apply. Persistent or deliberate non-compliance can attract further regulatory consequences, including referral to the Public Prosecution.
Yes. You still need to identify the natural person(s) who ultimately own or control your company, tracing through the corporate ownership chain to the individual(s) who meet the UBO definition. The UBO register must name the natural person, not the intermediate corporate entity. ZAMA maps the full ownership chain for complex structures to identify the correct UBOs.
UBO registers maintained by UAE mainland companies are filed with the relevant licensing authority but are not currently publicly accessible in the same way as registers in some European jurisdictions. UBO information is accessible by UAE regulatory and law enforcement authorities. ZAMA advises on the current disclosure framework and any developments in beneficial ownership transparency requirements.
Any change in UBO information, including a change in ownership percentage, a new UBO, or the departure of an existing UBO, must be reported to the relevant licensing authority within 15 days of the change occurring. ZAMA monitors UBO register currency for its clients and manages the update process whenever ownership changes occur.
Get Your UBO Register Right, and Keep It Current.
ZAMA identifies your beneficial owners, prepares your registers, files with the relevant authority, and keeps everything up to date as your ownership structure evolves.