ESR & UBO Reporting

All legal persons licensed or registered in the UAE, including those in the commercial free zones. Cabinet Decision No. 109 of 2023 on Regulating the Beneficial Owner Procedures, which replaced Cabinet Decision No. 58 of 2020, applies to every such company and to the registrar that licenses it. Only companies wholly owned by the federal or a local government, companies in the financial free zones, and government partners are exempt. Each company must keep a register of beneficial owners and a register of partners or shareholders, file their data with its registrar, and name a natural person resident in the UAE who is authorised to disclose that information. We maintain the registers for the companies we administer and file the updates.

Source: Ministry of Economy and Tourism — Cabinet Decision No. (109) of 2023 on Regulating the Beneficial Owner Procedures (accessed 24 October 2026)

The natural person who ultimately owns or controls the company. Article 5 of Cabinet Decision No. 109 of 2023 identifies as beneficial owner anyone who owns 25% or more of the capital or holds 25% or more of the voting rights, directly or indirectly through a chain of ownership, or who controls the company by other means such as the right to appoint or dismiss the majority of its directors. If no natural person can be identified on that basis, the person exercising control by other means is treated as the beneficial owner, and failing that the natural person holding the senior management position. Several people sharing a holding are all treated as owners of it. We trace ownership through every layer, including nominee and foundation structures.

Source: Ministry of Economy and Tourism — Cabinet Decision No. (109) of 2023 on Regulating the Beneficial Owner Procedures (accessed 24 October 2026)

Within 60 days of licensing, and within 15 days of any change. Cabinet Decision No. 109 of 2023 requires a legal person to submit the data in its register of beneficial owners and its register of partners or shareholders to the registrar within 60 days of its licensing or registration, to record any change in those registers within 15 days of becoming aware of it, and to notify the registrar of any amendment within 15 days. Additional data requested by the registrar must be supplied within 14 days. No change in ownership may be registered unless the transferee states whether it alters the beneficial owner. A liquidator must hand the registers to the registrar within 30 days of appointment. We diarise these deadlines around every share transfer.

Source: Ministry of Economy and Tourism — Cabinet Decision No. (109) of 2023 on Regulating the Beneficial Owner Procedures (accessed 24 October 2026)

They escalate from a warning to six-figure fines and licence suspension. Cabinet Decision No. 132 of 2023 sets the schedule: for a first violation the registrar issues a written warning with 15 or 30 days to correct; a second violation of the same kind carries a fine, and a third a doubled fine. Failing to establish and maintain the register of beneficial owners costs AED 50,000 on the second occasion and AED 100,000 on the third; failing to update it costs AED 15,000 then AED 30,000; failing to file the registers with the registrar costs AED 15,000 then AED 30,000. On a third violation the registrar may also suspend the trade licence until the fine is paid and the breach cured. We clear warnings within the correction period.

Source: Ministry of Economy and Tourism — Cabinet Resolution No. (132) of 2023 Concerning the Administrative Penalties against Violators of the Provisions of Cabinet Resolution No. (109) of 2023 (accessed 24 October 2026)

Yes. Under Article 9 of Cabinet Decision No. 109 of 2023 a manager or board member who acts on the directions of another person must tell the company that they are a nominee, and provide their data, within 15 days of taking on that role, and must report any change or cessation within a further 15 days. The company records the nominee, and the person they represent, in its register of partners or shareholders, and the same applies to any shareholder holding on behalf of another person. Bearer shares are prohibited. Under Cabinet Decision No. 132 of 2023, failing to give the registrar the nominee data costs AED 40,000 on a second violation and AED 80,000 on a third. Our nominee appointments are documented and disclosed accordingly.

Source: Ministry of Economy and Tourism — Cabinet Decision No. (109) of 2023 on Regulating the Beneficial Owner Procedures (accessed 24 October 2026)

The Economic Substance Regulations, introduced by Cabinet of Ministers Resolution No. 31 of 2019 and re-issued as Cabinet Resolution No. 57 of 2020, require UAE mainland and free zone entities that carry on a Relevant Activity to maintain an adequate economic presence in the UAE. The Ministry of Finance lists nine Relevant Activities: banking, insurance, investment fund management, lease-finance, headquarters, shipping, holding company, intellectual property, and distribution and service centre business. The regime applies to financial years commencing on or after 1 January 2019. The Ministry's published legal framework now also lists Cabinet of Ministers Resolution No. 98 of 2024 among the decisions governing the regime; we confirm whether your entity has any outstanding obligation for the years the regime covers before anything is filed.

Sources: Ministry of Finance — Economic Substance Regulations (ESR); Federal Tax Authority — Cabinet of Ministers Resolution No. 57 of 2020 Concerning Economic Substance Requirements (accessed 24 October 2026)

Two filings a year to the regulatory authority. Cabinet Resolution No. 57 of 2020 requires a licensee or exempted licensee to notify its regulatory authority annually of the Relevant Activity carried on, whether it earned Relevant Income and its financial year dates, and requires a licensee that must meet the Economic Substance Test to submit an Economic Substance Report within 12 months of the end of the financial year. Failing to submit the notification costs AED 20,000; failing to submit the report or to meet the test costs AED 50,000, rising to AED 400,000 for a failure in the following year, with possible suspension or non-renewal of the licence. We review historic compliance for the financial years the regime covers when we take over a company.

Sources: Federal Tax Authority — Cabinet of Ministers Resolution No. 57 of 2020 Concerning Economic Substance Requirements; Ministry of Finance — Economic Substance Regulations (ESR) (accessed 24 October 2026)

The Federal Tax Authority. Under Cabinet Resolution No. 57 of 2020 the FTA is the National Assessing Authority: it determines whether a licensee met the Economic Substance Test, imposes the administrative penalties under Articles 13 to 15, decides appeals under Article 17 and carries out the reporting functions under Article 10. Notifications and reports are submitted through the Ministry of Finance's ESR portal, which also handles appeal requests, and the FTA takes ESR enquiries at FTAESR@tax.gov.ae. The Ministry of Finance warns that non-compliance can lead to penalties, exchange of information with foreign authorities and administrative sanctions including suspension or non-renewal of the trade licence. We liaise with the FTA and your regulatory authority on assessments and appeals.

Sources: Federal Tax Authority — Economic Substance Regulations; Ministry of Finance — Economic Substance Regulations (ESR) (accessed 24 October 2026)