TRW & Co · Corporate & Commercial
Beneficial Ownership and Registers in the UAE
The UBO register in the UAE records the natural persons who ultimately own or control a company. Mainland and free zone entities follow Cabinet Decision No. 109 of 2023, while the DIFC and ADGM run their own regimes. With a new AML law and company law reforms in force, accurate and current beneficial ownership records matter more than ever.
Key pointThe 25% threshold is only the first test: control rights such as board appointments or vetoes, now easier to create through onshore share classes, can make a minority investor a beneficial owner who must be recorded.
At a glance
Governing federal decision
Cabinet Decision No. 109 of 2023 sets beneficial ownership procedures for mainland and commercial free zone entities; Cabinet Decision No. 132 of 2023 sets the penalties.
The 25% test
A natural person holding 25% or more of shares or votes, or able to appoint a board majority, is a beneficial owner; otherwise control and fallback tests apply.
Update within 15 days
Under the federal regime, changes to beneficial ownership and nominee status should be notified to the registrar within 15 days of the change taking effect.
Separate DIFC and ADGM rules
The DIFC applies its Ultimate Beneficial Ownership Regulations and ADGM its Beneficial Ownership and Control Regulations 2022, each with its own registrar and deadlines.
Higher AML stakes
Federal Decree-Law No. 10 of 2025, effective 14 October 2025, raised fines on legal persons to between AED 5 million and AED 100 million.
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What the UBO register in the UAE covers
The UBO register in the UAE is the set of records that tells the authorities who ultimately owns or controls a company. Every onshore and most free zone entities must identify their real beneficiaries, keep internal registers and file the data with their registrar. The DIFC and ADGM run parallel regimes with their own rules and deadlines.
The obligation is not a one-off formality at incorporation. It follows every share transfer, every new investor, every trust or foundation placed in the chain and every nominee arrangement. Banks, auditors and counterparties now test the filed data against what they see in the constitutional documents, so mismatches surface quickly.
It becomes a legal question in four situations: when a company is formed, when the cap table or holding chain changes, when a bank or regulator asks questions the records cannot answer, and when a dispute turns on who really controls the business. In each case, the quality of the beneficial ownership file decides how much time and risk follows.
The legal framework behind the UBO register in the UAE
For mainland companies and companies in the commercial (non-financial) free zones, the governing instrument is Cabinet Decision No. 109 of 2023 on the regulation of real beneficiary procedures. It replaced the earlier 2020 and 2021 decisions. Administrative penalties for breaches sit in Cabinet Decision No. 132 of 2023, which sets a sliding scale from warnings to fines and, for persistent breaches, licence suspension.
The registrar for each entity is its licensing authority: the economic department of the relevant emirate for mainland companies and the free zone authority for free zone companies. The Ministry of Economy and Tourism (renamed from the Ministry of Economy in 2025) acts as the supervisory authority for the system and publishes the core instruments on its Ministry of Economy and Tourism's companies legislation page.
The financial free zones run their own regimes. The DIFC applies its Ultimate Beneficial Ownership Regulations, administered by the DIFC Registrar of Companies. ADGM applies the Beneficial Ownership and Control Regulations 2022, which replaced the 2018 version and have been amended several times since; ADGM's beneficial ownership and control guidance sets out the current position.
| Entity | Governing rules | Registrar | Key features |
|---|---|---|---|
| Mainland LLC or private joint stock company | Cabinet Decision No. 109 of 2023; penalties under Cabinet Decision No. 132 of 2023 | Emirate economic department (for example DET in Dubai, ADDED in Abu Dhabi) | Internal registers plus filing with the registrar; changes notified within 15 days |
| Commercial free zone company | Same federal decisions, applied by the free zone | Free zone authority (for example DMCC, JAFZA, RAKEZ) | Free zone portals collect the data at licensing and renewal |
| DIFC entity | DIFC Ultimate Beneficial Ownership Regulations | DIFC Registrar of Companies | Private register kept by the entity; data filed with the Registrar; nominees disclosed |
| ADGM entity | Beneficial Ownership and Control Regulations 2022 (as amended) | ADGM Registration Authority | Record of beneficial owners; changes reported within 15 days; not public |
| Exempt entities | Federal decision exemptions | Not applicable | Wholly government-owned companies and companies listed on a recognised exchange with adequate disclosure; subsidiaries are not automatically exempt |
Two further layers matter. The new anti-money laundering statute, Federal Decree-Law No. 10 of 2025, took effect on 14 October 2025 and repealed the 2018 law, sharply raising fines for legal persons. And the Federal Decree-Law No. 32 of 2021 on Commercial Companies still requires every limited liability company to keep a partners' register and send its particulars, with changes, to the licensing authority and the registrar each January (Article 74). The UBO data and the partners' register must tell the same story.
Who counts as a beneficial owner
The federal test looks for the natural person who ultimately owns or controls the company. A person who directly or indirectly holds 25% or more of the shares or voting rights is a real beneficiary. So is a person who holds the right to appoint or remove a majority of the directors or managers. Where several people hold an interest jointly, each is treated as an owner of that interest.
If no one meets the ownership test, the analysis moves to control exercised by other means, such as a shareholders' agreement, veto rights or family influence. If that still identifies no one, the senior management official is recorded as the beneficial owner. The DIFC and ADGM regimes use the same cascade logic, which ADGM clarified by amendment in 2024.
Indirect chains and holding structures
Most errors arise in layered structures. A 30% stake held through a Cayman fund, a DIFC holding company and an onshore LLC still makes the ultimate investor a beneficial owner if the look-through percentage reaches the threshold. Multiply the percentages through each layer, then check separately for control rights that bypass the percentages altogether.
Nominees, trusts and foundations
A nominee shareholder or nominee director is never the answer to the question. The federal decision requires nominees to disclose their status and the person they act for, within 15 days of taking the role. Where shares sit in a trust or foundation, the filing must identify the people behind it, typically the settlor or founder, trustees or council members, protectors or guardians and identified beneficiaries. Our page on foundations and trusts explains how those structures are built.
Since the 2025 amendments to the Commercial Companies Law allow mainland LLCs to issue share classes with different voting and economic rights, the 25% test should be run on voting rights and on economic rights separately. A preference investor with 15% of the capital but enhanced votes or board appointment rights may be a beneficial owner even though the cap table suggests otherwise.
The registers a company must keep and file
Under the federal regime each company maintains two internal records at its premises: a register of real beneficiaries and a register of partners or shareholders. Where a nominee arrangement exists, the nominee's declaration and the identity of the nominator must also be recorded. The data is then submitted to the registrar through its portal, usually at licensing and whenever a change occurs.
The beneficial owner register records each person's full name, nationality, date and place of birth, residential address, passport or identity document details, the basis and percentage of ownership or control, and the dates on which the person became and ceased to be a beneficial owner. The shareholders' register records each member, the number and class of shares, voting rights and the date of acquisition.
Registers are not public. Access is restricted to the registrar, law enforcement and supervisory authorities. ADGM, for example, limits access to designated Registration Authority staff and permits third-party disclosure only in defined circumstances. That confidentiality does not reduce the obligation: the authorities expect accurate data on request, and banks will ask for it as part of customer due diligence.
A UBO register in the UAE is only as good as its last update. Most enforcement starts not at incorporation but after an unreported share transfer.
Setting up and maintaining the UBO register in the UAE: the process
For a new company the work is front-loaded at licensing; for an existing group it is a remediation exercise. Either way, the sequence below keeps the data defensible.
- Map the ownership chain. Draw the full structure up to natural persons, with percentages, share classes, voting rights and board appointment rights at each layer. Include trusts, foundations, funds and nominee arrangements.
- Apply the tests. Identify everyone at or above 25% by ownership or votes, everyone with majority appointment rights, anyone with control by other means, and the fallback senior manager if needed. Record the reasoning, not just the outcome.
- Collect identity evidence. Obtain certified passports, proof of address and, for intermediate entities, registers, certificates of incumbency and trust or foundation documents. Arrange notarisation, legalisation and Arabic translation where the registrar requires it.
- Prepare the internal registers. Complete the beneficial owner register, the shareholders' register and any nominee declarations in the registrar's format, and have them approved by the manager or board.
- File with the registrar. Submit through the licensing authority, free zone, DIFC or ADGM portal. Keep the submission receipt and a copy of the filed data with the corporate records.
- Diarise change triggers. Build a rule that any share transfer, new class, trust change, nominee appointment or board-right change goes to whoever maintains the registers, so the 15-day federal window is met.
- Reconcile annually. At licence renewal, compare the UBO data with the partners' register sent each January, the bank's KYC file, the corporate tax registration and any economic substance or AML filings.
Documents and evidence to assemble
Registrars and banks look for a consistent paper trail. A complete beneficial ownership file usually contains:
- A current structure chart showing every layer, percentage and control right, signed off by a director
- Memorandum and articles of association, including any share class terms, drag and tag provisions and appointment rights
- Shareholders' agreements, voting agreements, options and convertible instruments that could shift control
- Certificates of incorporation, incumbency and good standing for each corporate shareholder, legalised where foreign
- Trust deeds, foundation charters and by-laws, and letters of wishes where they evidence control
- Passports, Emirates IDs (for residents) and proof of address for each beneficial owner and nominee
- Nominee agreements and the nominator's identity documents
- Board or manager resolutions approving the registers and each update, with filing receipts
Keep the file in one place with a version history. When a regulator or bank asks why someone was or was not recorded, a dated analysis memo answers the question in minutes rather than weeks.
Risks and common mistakes
Treating the filing as a one-off at incorporation
The most common breach is not a wrong initial filing but a missed update. Share transfers between family members, an investor's conversion of a note, a new trust layer for estate planning or the replacement of a nominee all change the beneficial ownership picture. Under the federal regime the change should be notified within 15 days. Registrars cross-check renewals against the commercial register, so stale data is usually caught at the next licence renewal, often when the business needs the licence most. Build the update into the transaction checklist so it happens at completion, not months later.
Stopping at the first corporate shareholder
Recording a holding company as the beneficial owner is wrong unless it is an exempt listed or government entity. The test always ends with natural persons. A frequent problem is the foreign parent with dispersed shareholders where no one reaches 25%: the analysis must then look at control by other means and, failing that, record the senior management official. Groups that skip this step face questions from banks and auditors, and in a dispute the gap can be used to argue that control was concealed. Document the cascade analysis even where the result is the fallback.
Using nominees without disclosure
Nominee shareholding and nominee directorships remain common in older structures, particularly where a UAE national partner was needed before full foreign ownership opened up. Undisclosed nominee arrangements now carry real risk: the federal decision requires nominees to declare their status and the person they act for, and the new AML law treats concealment of beneficial ownership seriously. Where a nominee structure still exists, consider whether it can be unwound now that most activities permit full foreign ownership, and if not, make sure the declarations are on file.
Inconsistent data across filings
The same group files ownership information with the registrar, the bank, the Federal Tax Authority, the free zone and sometimes a financial regulator. Each filing is made by a different team at a different time, so names, percentages and addresses drift apart. Inconsistency is a red flag in AML reviews and can delay account opening or licence renewal. Nominate one owner of the master data set, reconcile it annually and make every other filing draw from it.
Ignoring control rights in investment documents
Venture and private equity investments often give a minority investor board appointment rights, vetoes and information rights. If those rights amount to control, the investor may be a beneficial owner despite holding less than 25%. With share classes now available onshore, the risk increases. Review the term sheet and articles with the beneficial ownership test in mind before signing, and agree who will provide identity evidence for the investor's own beneficial owners.
AML law and the 2025–26 changes that affect the register
Federal Decree-Law No. 10 of 2025 on combating money laundering, terrorist financing and proliferation financing repealed the 2018 law on 14 October 2025. Fines on legal persons for offences committed through their representatives or directors now range from AED 5 million to AED 100 million, double the AED 50 million ceiling under the 2018 law. Executive regulations covering companies, managers, nominee shareholders and trustees are anticipated; until they are issued, existing regulations continue to apply.
Federal Decree-Law No. 20 of 2025 amended the Commercial Companies Law in October 2025. It allows mainland LLCs to issue share classes, recognises drag-along and tag-along rights, extends the law to foreign companies and to free zone companies operating onshore, and creates a route to redomicile between emirates and between the mainland and free zones. Several of these tools depend on Cabinet regulations that were still awaited in early 2026, so check the current position before relying on them. See our briefing on the Commercial Companies Law amendments.
Each change touches the UBO register in the UAE. Share classes complicate the 25% test. Redomiciliation moves the entity to a new registrar, which must receive complete data on day one. Reporting entities in the regulated sector, including banks, real estate brokers and corporate service providers, must report suspicions to the UAE Financial Intelligence Unit through goAML, and an unexplained ownership change is a classic trigger. Our AML compliance page covers those obligations.
Cross-border structures and the UBO register in the UAE
Many UAE companies are owned through foreign holding companies, so the beneficial ownership file depends on documents from other jurisdictions. A UK parent's people with significant control register, a Singapore company's register of registrable controllers or a Bangladesh company's share register are useful evidence, but none of them replaces the UAE analysis. Thresholds and definitions differ; the UK and Singapore also use 25% but treat certain control rights differently.
For Bangladesh-based founders and investors, the practical issues are document legalisation, outbound investment approvals at home and the time needed to obtain certified corporate records. For Chinese, Indian and Saudi groups, the challenge is often state or family ownership that sits several layers up. Exemptions for government-owned entities apply only where ownership is wholly governmental through the chain.
Where a group reorganises internationally, for example inserting a DIFC or ADGM holding company before a fundraising, each step changes the filing obligations in more than one place. Our corporate restructuring and foreign direct investment teams plan the sequence so registers stay accurate throughout.
How TRW & Co helps
We advise on the beneficial ownership analysis, prepare and maintain the records, and coordinate filings with registrars, free zones and the financial centres. Where representation before UAE onshore courts or the DIFC/ADGM Courts is required, we work alongside locally licensed advocates and registered practitioners.
Ownership mapping
We build a structure chart to natural persons, apply the ownership, control and fallback tests and record the reasoning in a short memo that banks and registrars can rely on.
Register preparation and filing
We draft the beneficial owner and shareholders' registers and nominee declarations, and coordinate submission through the relevant portal, including legalisation and translation of foreign documents.
Remediation of legacy structures
We review older structures with nominees, side agreements or stale data, design a clean-up plan and manage voluntary corrections with the registrar.
Transaction support
On investments, share transfers and restructurings we flag beneficial ownership triggers in the documents and make sure filings are made within the deadline at completion.
Group-wide data governance
We set up a single master data set and an annual reconciliation across UBO, corporate tax, bank KYC and economic substance filings for groups with several UAE entities.
Enquiries and penalties
When a registrar, bank or regulator raises questions, we prepare the response, assess penalty exposure under Cabinet Decision No. 132 of 2023 and coordinate any objection.
You can explore all our practices, read our plain-English guide to UBO rules in the UAE, or contact our Dubai team to review your structure.
Checklist for decision-makers
- Has every UAE entity in the group identified its beneficial owners to natural-person level, with the reasoning recorded?
- Have share classes, board appointment rights and vetoes been tested for control, not just the percentages?
- Are all nominee arrangements either unwound or declared, with the nominator identified?
- Do the internal registers, registrar filings, January partners' register return and bank KYC match?
- Is there a rule that any ownership change is reported to the registers owner within days, to meet the 15-day federal window?
- For DIFC and ADGM entities, are the separate deadlines and formats under those regimes being met?
- Has the group considered the effect of the AML Decree-Law No. 10 of 2025 and the 2025 company law amendments on its structure?
- Is there a single owner of beneficial ownership data and an annual reconciliation at licence renewal?
A well-kept UBO register in the UAE costs little to maintain and saves a great deal when a bank, buyer or regulator starts asking questions. For governance more broadly, see our page on corporate governance in the UAE.
Frequently asked questions
01Who has to file beneficial ownership information in the UAE?
Almost every company licensed on the mainland or in a commercial free zone must identify its real beneficiaries, keep internal registers and file the data with its registrar under Cabinet Decision No. 109 of 2023. DIFC and ADGM entities follow their own regimes. The main exemptions cover companies wholly owned by the federal or a local government and companies listed on a recognised stock exchange with adequate disclosure rules. Subsidiaries of listed groups are not automatically exempt, so check each entity rather than assuming the group is covered.
02What if no one owns 25% of the company?
The analysis does not stop. You must next identify anyone who exercises control by other means, for example through a shareholders' agreement, voting arrangement, veto rights or family influence. If that still identifies no one, the senior management official, typically the general manager or chief executive, is recorded as the beneficial owner. Record the reasoning in a short memo: registrars, banks and auditors often ask why a widely held company has named a manager rather than a shareholder.
03How quickly must changes be reported?
Under the federal regime, changes to beneficial ownership data and nominee status should be notified within 15 days of the change. ADGM's guidance also requires changes to be reported to the Registrar within 15 days, while the DIFC applies its own time limits under its regulations. In practice the safest approach is to treat the update as a completion deliverable on any share transfer, investment or restructuring, so that the filing is made at closing rather than discovered at the next licence renewal.
04Is the UAE beneficial ownership register public?
No. The federal registers, the DIFC register and the ADGM record of beneficial owners are not open to the public. Access is limited to registrars, supervisory and law enforcement authorities, and in ADGM third-party disclosure is permitted only in defined circumstances or with consent. Confidentiality does not reduce the obligation, though. Banks will ask for the same information during customer due diligence, and buyers will request it in due diligence, so the data should be ready to share on a controlled basis.
05What are the penalties for getting it wrong?
Cabinet Decision No. 132 of 2023 sets administrative penalties for breaches of the beneficial ownership rules, escalating from warnings to fines and, for repeated violations, possible licence suspension. The DIFC and ADGM have their own fine regimes. Separately, concealing beneficial ownership can engage the AML law, which since October 2025 carries fines for legal persons of AED 5 million to AED 100 million. The commercial costs, such as frozen bank accounts and delayed renewals, are often felt first.
06Do the 2025 company law amendments change the UBO analysis?
They can. Federal Decree-Law No. 20 of 2025 lets mainland LLCs issue share classes with different voting and economic rights, which means a holder with a small percentage of capital may control a majority of votes or board seats. Redomiciliation between emirates or between the mainland and free zones moves the company to a new registrar that will need full data. Several tools still depend on implementing regulations, so check the current rules before restructuring.
07How should nominee arrangements be handled?
Nominee shareholders and directors must disclose their nominee status and the person on whose behalf they act, and the company must record that information. Many legacy nominee structures were created when a UAE national partner was required. Since most activities now allow full foreign ownership, it is often possible to unwind them. Where a nominee arrangement remains, make sure the declarations are filed and the underlying agreement is consistent with the registers.
Sources and official materials
- Cabinet Decision No. 109 of 2023 on Real Beneficiary Procedures — Federal beneficial ownership rules for mainland and free zone entities
- Cabinet Decision No. 132 of 2023 on Administrative Penalties — Penalties for breaching beneficial ownership procedures
- Federal Decree-Law No. 32 of 2021 on Commercial Companies — Partners' register and company law framework
- ADGM Beneficial Ownership and Control — ADGM regulations, tests and 15-day reporting
- Ministry of Economy and Tourism: Companies Legislation — Federal companies and beneficial ownership instruments
- UAE Financial Intelligence Unit — goAML reporting and AML guidance
General information only, current as at 27 October 2026. It is not legal advice and does not create a lawyer–client relationship. UAE law differs between the onshore jurisdiction, the DIFC, ADGM and the free zones, and changes frequently; check current official sources and take advice on the facts of your matter.
