Beneficial Owner Procedures 2023

The current UAE beneficial ownership regime, replacing Cabinet Decision No. 58 of 2020. Companies licensed in the mainland and in non-financial free zones must identify their real beneficiaries (25% ownership or control test, with fallbacks to control and senior management), keep registers of beneficial owners, shareholders and nominee directors, file them with the registrar and update changes within fifteen days.

Summary

Cabinet Resolution No. 109 of 2023 is the UAE's current beneficial ownership regime. Issued on 6 November 2023 and in force from the day after its Official Gazette publication (16 November 2023), it replaced Cabinet Decision No. 58 of 2020 (Article 22) and governs how every company licensed in the mainland or in a non-financial free zone identifies its real beneficiaries, keeps its registers and files them with its registrar.

Article 3 applies the resolution to registrars and to all licensed or registered legal persons, excluding companies wholly owned by the federal or local government and their wholly owned subsidiaries, the financial free zones (DIFC and ADGM, which run their own regimes) and government partners. Article 5 sets the identification test: a real beneficiary is any natural person who ultimately owns or controls the legal person through direct or indirect ownership of 25% or more of its capital or voting rights, or who controls it by other means; where no such person can be identified, the natural person holding senior management office is recorded instead.

Three registers follow. Article 8 requires a real beneficiary register, created within 60 days and updated within 15 days of the company learning of a change, holding identity, residence, passport or ID details, the basis of the status and any cessation date. Article 9 obliges nominee board members to disclose their status and the person they act for within 15 days (existing nominees had 30 days). Article 10 requires a partners or shareholders register with holdings, voting rights, acquisition dates and identity details, again updated within 15 days. Article 11 requires both registers to be filed with the registrar within 60 days of licensing, additional information to be supplied within 14 days of a request, a resident authorised person to be named as point of contact, bearer share warrants to be prohibited, registers handed to a liquidator within 30 days and records kept for five years. Article 15 requires every change to be notified to the registrar within 15 days.

Article 16 keeps register data confidential except where disclosure is required by law or international obligation; Article 17 provides for domestic and international cooperation. Article 18 lets the registrar impose the administrative penalties set by Cabinet resolution (now Cabinet Resolution No. 132 of 2023), and Article 19 allows an appeal to the Registrar Appeal Committee within 30 days, to be decided within 45 working days. Articles 20 and 21 give the Ministry of Economy supervisory control over registrars and require semi-annual compliance reports.

Status: in force; no amendment recorded on the legislation portal.

Who it applies to

Every legal person licensed or registered in the UAE mainland or a non-financial free zone, its directors, nominee board members, shareholders and real beneficiaries, liquidators, and the licensing authorities acting as registrar. Excluded: wholly government-owned companies and their wholly owned subsidiaries, companies in the financial free zones (DIFC, ADGM) and government partners.

Contents

English official text in 23 articles. Open the full text or jump to a provision:

1. Article 1 — Definitions
2. Article 2 — Resolution Objectives
3. Article 3 — Scope of Application
4. Article 4 — Legal Person Licence or Registration
5. Article 5 — Determining Real Beneficiary
6. Article 6 — Transparency and Real Beneficiary
7. Article 7 — Notices Related to Real Beneficiary
8. Article 8 — Real Beneficiary Register
9. Article 9 — Board Nominee Member
10. Article 10 — herein, within (15) fifteen days from the date of such change
11. Article 11 — Providing Data to Registrar
12. Article 12 — Notices Issued by Registrar
13. Article 13 — Registrar Obligations
14. Article 14 — Establish a Unit Combating Money Laundering and Terrorist Financing at
15. Article 15 — Change in Data
16. Article 16 — Confidentiality of Data
17. Article 17 — Local and International Cooperation
18. Article 18 — Administrative Penalties
19. Article 19 — Appeal
20. Article 20 — Control Procedures
21. Article 21 — Compliance Results Reports
22. Article 22 — Repeals
23. Article 23 — Publication and Entry into Force

Key provisions

Obligations and deadlines

• Create the real beneficiary register and the partners or shareholders register within 60 days of licensing.
• File both registers with the registrar within 60 days of licensing.
• Update each register and notify the registrar within 15 days of any change.
• Nominee board members disclose their status and principal within 15 days.
• Answer a registrar request for additional data within 14 days.
• Name a UAE-resident authorised person as point of contact with the registrar.
• Hand registers to the liquidator within 30 days of liquidation; keep records for five years.

Penalties

Article 18 refers penalties to a separate Cabinet resolution. Under Cabinet Resolution No. 132 of 2023 the registrar issues a written notice for a first violation and imposes fines from AED 5,000 to AED 100,000 for repeat violations (for example AED 50,000 then AED 100,000 for failing to create a register), with licence suspension and closure available on a third violation.

History and citations

“Cites” and “Cited by” are built automatically from references in the full texts held in this library; they cover only instruments in the library.

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