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UAE Ultimate Beneficial Ownership (UBO): Complete Guide 2025

The UAE government introduced new regulations in August 2020 requiring companies registered and licensed in the UAE to maintain and submit registers of their:

  • Ultimate Beneficial Owners (UBOs or Real Beneficiaries): Identifies individuals who ultimately own or control the company, helping prevent misuse for illicit activities.
  • Shareholders: Records the ownership structure and equity distribution among the company's investors.
  • Nominee Directors: Ensures transparency regarding individuals appointed to act on behalf of others in managing the company.

The legislation was introduced to:

  • Combat tax avoidance and criminal activity by ensuring the real owners of companies are known, reducing the risk of misuse for illegal purposes.
  • Provide greater transparency to the UAE’s business sector by making ownership structures clear, which helps foster trust and compliance.

Who is an Ultimate Beneficial Owner (UBO)?

  • A UBO is a natural person(s) who owns or controls at least 25% of a company’s shares, directly or indirectly (including ownership through other entities). Companies can have more than one UBO.
  • If no such person is identified, the UBO naturally exercises control over the company.
  • In the absence of any of the above, the real beneficiary is the company's senior manager.

What UAE Companies Do These New Regulations Apply To?

  • All:

    • Mainland companies
    • Commercial free zone companies
    • Offshore companies
  • Exceptions:

    • Companies established in the UAE’s financial free zones (Abu Dhabi Global Market (ADGM) and Dubai International Financial Centre (DIFC)): These zones have their own regulatory frameworks that ensure compliance with international standards.
    • Companies wholly owned directly or indirectly by the federal or local government and their subsidiaries: These entities are typically exempt due to their public ownership and the level of oversight already in place.

What Registers Do UAE Companies Need to Maintain?

The company must maintain:

  • A Register of Beneficial Owners
  • A Register of Shareholders or Partners
  • A Register of Nominee Directors

What Information Should Be Included in These Registers?

  • The Registers should include:

    • Name
    • Nationality
    • Passport details
    • Date and place of birth
    • Address
    • Date when the individual became a UBO and/or the date upon which the individual ceases to be a natural beneficiary
  • The Register of Shareholders should include:

    • Number of shares held by each shareholder
    • Voting rights of the shares
    • Date of acquisition of shares
    • Information on all parties
  • The company is also required to:

    • Appoint and disclose details of a natural person (known as an authorized agent) residing in the UAE who is authorized to disclose the company’s data and information required under the resolution.
    • Notify the Registrar of any change or amendment to the information provided within 15 days of the change or amendment.
  • The Registers must be:

    • Maintained throughout the life of the company and for five years after its closure.
    • Kept confidential by the Registrar: Confidentiality is crucial to protect sensitive company information and ensure trust in the regulatory process, reducing the risk of misuse or unauthorized access.

What Happens if the Company Fails to Meet These Requirements?

  • Sanctions and/or administrative penalties may be imposed on the entity.
  • The UAE Ministry of Economy has not yet published the list of administrative penalties.