Business setup8 min read
The UAE ultimate beneficial owner register
Cabinet Decision 58 of 2020 was abrogated in November 2023. What a UAE company must now record in its beneficial owner register, who counts at 25 per cent, the fifteen-day change deadline, and the fines under the 2023 penalty schedule.
You & Me VenturesPublished 18 September 2026 · sources checked, full verification in progressUAE · Compliance · Regulation · Company law
Cabinet Decision No. 58 of 2020 is still the citation that turns up in UAE company files and bank onboarding packs. It has not been in force since November 2023. Article 22 of Cabinet Decision No. 109 of 2023 on Regulating the Beneficial Owner Procedures abrogated it, and a footnote to that article records the 2020 decision as dated 24 August 2020 and published in Official Gazette No. 685 (annex), page 17. Decision 109 was issued on 6 November 2023, published in Official Gazette No. 763, and came into force the day after publication.
Little was relaxed in the replacement. A legal person licensed in the UAE keeps two registers, names a resident individual who can answer the registrar, files the register data, and reports changes inside fifteen days. Cabinet Resolution No. 132 of 2023 prices the failures. Its schedule runs from a written warning to AED 100,000, and on a third offence the registrar may suspend the licence and close the premises until the fine is paid and the breach corrected.
What replaced what
Three repeals matter, in sequence. Decision 109 of 2023 ended Decision 58 of 2020. Cabinet Resolution No. 132 of 2023, issued on 15 December 2023 and published in Official Gazette No. 766 at page 33, ended Cabinet Decision No. 53 of 2021, which had carried the fines attached to the old decision. Then the parent statute changed. Federal Decree-Law No. 10 of 2025 on Anti-Money Laundering, and Combating the Financing of Terrorism and Proliferation Financing, issued on 30 September 2025, repealed Federal Decree-Law No. 20 of 2018 at Article 41(1).
Decision 109 still defines its terms by reference to that repealed 2018 decree-law and to Cabinet Decision No. 10 of 2019, also gone. It survives anyway. Article 41(3) of the 2025 decree-law keeps resolutions issued under the 2018 law effective insofar as they do not conflict with it, until something supersedes them. Cabinet Resolution No. 134 of 2025, the executive regulation issued on 29 October 2025, repeals only Cabinet Resolution No. 10 of 2019, at Article 70. Decision 109 is untouched by it.
Who counts as a beneficial owner
Article 5(1) sets the test at direct or indirect ownership of 25 per cent or more of the capital, or 25 per cent or more of the voting rights. Control by any other means counts too, and the article gives the right to appoint or dismiss the majority of directors as its example.
through shares or stocks of direct or indirect ownership by 25% or more
Where more than one person participates in owning or controlling a percentage, Article 5(4) treats them all as owners of it. Where no natural person meets the ownership test, the person who exercises control by other means becomes the beneficial owner. Where that fails too, Article 5(6) puts the natural person holding the position of a higher management official into the register. Somebody is always named. Article 5(2) singles out complex ownership structures, defined in Article 1 as linked entities arranged to conceal who really owns the company.
The decision never uses the phrase ultimate beneficial owner. UBO is market shorthand. The same 25 per cent figure sits at Article 10(1)(a) of Cabinet Resolution No. 134 of 2025 as the due diligence threshold for banks and other reporting entities, so the company file and the bank file should name the same people.
Two registers, not one
The beneficial owner register under Article 8(2) records, for each person: full name, nationality, date and place of birth; the residence or an address for notices; the travel document or identity card number with its issuing country and its issue and expiry dates; the basis and date on which the person became a beneficial owner; and the date the person ceased to be one.
The register of partners or shareholders under Article 10(1) is separate. It carries the number of shares or stocks held by each holder, their categories and the voting rights attached, and the date each holder acquired that capacity. For natural persons it takes the name on the identity card or travel document, nationality, address, place of birth, and the name and address of the employer. Where a partner or shareholder is a trustee or nominee board member, Article 10(3) requires the data of the people they represent to sit in the register too. Article 8(5) blocks a transfer from being registered unless a statement is given by or for the transferee saying whether the transfer changes the beneficial owner, and how.
The clocks
| Obligation | Deadline | Article |
|---|---|---|
| Create the beneficial owner register | 60 days from issuance of the decision, or from the company coming into existence | 8(1) |
| File both registers with the registrar | 60 days from entry into force, or from licensing and registration | 11(1) |
| Update either register after a change | 15 days from becoming aware of it | 8(1), 10(1) |
| Notify the registrar of an amendment or change | 15 days from the change | 15(2) |
| Answer a registrar request for additional data | 14 days from the request | 11(2) |
| Disclose shares issued in the name of persons or board members | 15 days | 11(6) |
| Nominee board member notifies the company of the role, a change, or its end | 15 days each time | 9 |
| Liquidator receives the registers | 30 days from the liquidator's appointment | 11(7) |
| Liquidator retains the records | At least 5 years from dissolution or liquidation | 11(8) |
| Grievance against an administrative penalty | 30 days from notification; the committee decides within 45 working days | 19(1) |
When a person will not answer
Article 7 covers the shareholder who ignores letters. Where the company believes someone may be a beneficial owner whose details are not correctly registered, it asks that person about their status. Fifteen days without a response, and the company sends a notification setting out the evidence for it, the details it believes correct, and a request for what is missing. Another fifteen days of silence, and the company enters the notified details in the register regardless. It may rely on a written answer unless it has reasonable grounds to suspect the answer is misleading. Article 8(4) leaves a route back: anyone with capacity or interest may ask the registrar to correct the register where a name was entered or deleted without sufficient reason.
Who falls outside
Article 3(2) exempts companies wholly owned by the federal or a local government and any company wholly owned by those, the financial free zones, and the governmental partner. Commercial free zones are inside the regime. Article 3(1) says so, and Cabinet Resolution 132 makes the same point in other words at Article 2, applying the fines to legal persons licensed in the country including the non-financial free zones. Two drafters, one meaning.
Two narrower reliefs follow. Article 6(2) releases a company owned by a listed company subject to transparency requirements, or a majority-owned subsidiary of one, from the Article 6(1) duty to obtain and maintain beneficial owner data. Article 12(3) exempts lawyers and independent statutory auditors from producing material obtained under professional secrecy.
What the penalties are
| Violation | First | Second | Third |
|---|---|---|---|
| Beneficial ownership details not properly registered | Written warning, 15 days to correct | 20,000 | 40,000 |
| Register missing the data listed in Article 8(2) | Written warning, 15 days | 20,000 | 40,000 |
| No beneficial owner register established | Written warning, 30 days | 50,000 | 100,000 |
| Beneficial owner register not updated | Written warning, 15 days | 15,000 | 30,000 |
| Nominee board member data not given to the registrar | Written warning, 30 days | 40,000 | 80,000 |
| No register of partners or shareholders established | No entry in the schedule | 50,000 | 100,000 |
| Ownership layers not disclosed in a complex structure | Written warning, 30 days | 50,000 | 100,000 |
| No named resident individual authorised to disclose | Written warning, 30 days | 10,000 | 20,000 |
| Liquidator fails to keep the records for five years | 100,000 | Not applicable | Not applicable |
Two entries there are easy to miss. The first-time column for failing to establish a register of partners or shareholders is blank in the published schedule, so the first figure against it is AED 50,000. And the liquidator who does not keep the records for five years is fined AED 100,000 at the first offence, with no warning stage at all.
Administrative fines are the registrar's instrument. The decree-law carries its own. Article 35(1) of Federal Decree-Law No. 10 of 2025 punishes intentionally providing false or misleading beneficial owner information to a competent authority, or to a financial institution, a designated non-financial business or profession, or a virtual asset service provider, with imprisonment and a fine of not less than AED 20,000, or either of the two.
The register is not public
Article 16(1) prohibits the Ministry and the registrar from disclosing either register to any person without written approval from the beneficial owner or the nominee board member. The carve-outs are the disclosure duties in the decision itself, and those in international laws and agreements in force in the UAE, including the exchange of information in tax matters.
The 2025 executive regulation draws the same line from the registrar's side. Article 37(2) requires basic information and nominee director or shareholder information to be made publicly available. Article 37(3) requires beneficial owner information to be kept accurate and made available to the concerned authorities. Not to the public.
Where the 2023 and 2025 texts diverge
Decision 109 counts in days. Cabinet Resolution 134 of 2025 states the same fifteen-day update duty in working days, at Articles 38 and 39. Nothing published reconciles the two, and fifteen calendar days is the safer assumption for a filing calendar.
Bearer instruments moved as well. Article 11(5) of Decision 109 stops a licensed or registered legal person issuing bearer share warrants. Article 38(4) of the 2025 regulation goes further, prohibiting bearer shares, bearer share warrants and any similar instrument that cannot be traced, and requiring anything issued before it took effect to be converted into registered shares within thirty working days of publication. Article 38(1)(b) also fixes where the paper lives: partners' or shareholders' register data is kept inside the UAE, at the company's office, its registered place of business, or another location notified to the registrar.
For a company file untouched since 2021, the cheapest thing to check first is Article 11(4). One named natural person, resident in the UAE, authorised to disclose the required data, lodged with the registrar with an address, contact details and a valid copy of the passport or identity card. Missing that is item 12 on the penalty schedule. AED 10,000 on the second offence.
Sources
- UAE Ministry of Economy and Tourism — Cabinet Decision No. (109) of 2023 on Beneficial Owner Procedures (English version)
- UAE Ministry of Economy and Tourism — Cabinet Resolution No. (132) of 2023 concerning administrative penalties, with the schedule of fines (English version)
- UAE Ministry of Economy and Tourism — Federal Decree by Law No. (10) of 2025 regarding Anti-Money Laundering, and Combating the Financing of Terrorism and Proliferation Financing
- UAE Ministry of Economy and Tourism — Cabinet Resolution No. (134) of 2025 regarding the Executive Regulations of Federal Decree by Law No. (10) of 2025
- UAE Ministry of Economy and Tourism — Anti-money laundering crimes legislations
Figures are as published on the date above. Rules and fees change. Each source above has been confirmed to exist and resolve; a second pass checking every figure in this article against what its source states is still in progress. This is general information, not professional advice for your situation.
