UAE UBO Register: Who Counts as a Beneficial Owner, and What You Must File

Two registers, and who goes in each

The legal basis is Cabinet Decision No. 109 of 2023 on Regulating the Beneficial Owner Procedures, which replaced Cabinet Decision No. 58 of 2020 from 16 November 2023. It requires a UAE company to keep two registers: a Partners or Shareholders Register listing who legally holds the shares, including any trustee or nominee and the person they act for, and a Real Beneficiary Register (the UBO register itself) recording each beneficial owner’s full name, nationality, date and place of birth, residential address, passport or ID number, and the date and basis on which they became a UBO. Anyone who holds a director or manager role on someone else’s instructions must tell the company within 15 days.

The 25% ownership-or-voting-rights test is the starting point, not the only route to being named a UBO. If no single natural person holds 25% either directly or through a chain of ownership, the company has to look at control instead: whoever can appoint or remove a majority of the board, or who otherwise exercises effective control over the company’s decisions, is the UBO. If that still doesn’t identify anyone — genuinely diffuse ownership with no dominant controller — the company’s own senior manager is designated as the UBO by default, purely so that every company has a named natural person on file.

The initial filing is due within 60 days of the company’s trade licence being issued, which catches out new incorporations that treat it as a later administrative task rather than a launch-week requirement. After that, any change — a share transfer, a new director, a shift in who controls the company — has to be reflected within 15 days, not at the next renewal.

For a group with entities across the mainland and one or more free zones, VIVOS Corporate Services L.L.C. tracks which register each entity needs to update and within what deadline whenever ownership or management changes, so a share transfer in one jurisdiction doesn’t quietly leave another entity’s filing out of date.

The exemption list is short, and commercial free zones aren’t on it

Only three categories sit outside Cabinet Decision 109/2023 entirely: companies wholly owned by the federal or a local government, and companies those companies wholly own; government partners; and companies in the financial free zones. Companies owned by a listed company with adequate disclosure rules, or majority-owned by it, are exempt only from the duty to obtain and hold beneficial owner information. Being registered in a commercial free zone is not on that list. Free zone companies outside DIFC and ADGM still have to file, just through their own free zone authority’s registrar rather than a mainland economic department. The two commonly cited as “exempt” — DIFC and ADGM — aren’t skipping beneficial ownership disclosure at all; they run their own separate beneficial ownership regulations under their own financial free zone laws, administered by their own registrars, instead of following the federal Cabinet Decision 109/2023 process.

Who must be declared? A worked example with a BVI holding company

In a Dubai LLC owned 40% by a BVI company and 30% each by two individuals, three people are declared: both 30% shareholders and the individual who owns 70% of the BVI company. Ownership is traced through every layer, multiplying the percentages at each step.

1. Legal owners, for the partners register: BVI HoldCo Ltd 40%, Mr B 30%, Ms C 30%.
2. Direct test: Mr B and Ms C each hold 30%, which is 25% or more, so both are beneficial owners.
3. Look through BVI HoldCo, as Article 5 of Cabinet Decision No. 109 of 2023 requires: Ms A owns 70% of it and Mr D owns 30%.
4. Ms A: 70% × 40% = 28% of the LLC, so she is a beneficial owner. As majority owner she also controls how BVI HoldCo votes its 40%.
5. Mr D: 30% × 40% = 12%, below 25%, so he is not declared unless he controls the LLC by other means.
6. Record Ms A (indirect), Mr B and Ms C (direct), each with the date they qualified: 28% + 30% + 30% = 88% of the capital is traced.

At 60% of BVI HoldCo, Ms A’s indirect share would be 60% × 40% = 24%, but she would still control its 40% vote. Article 5 counts indirect voting rights of 25% or more, so the cautious approach is to record her on that basis.

UBO penalties under Cabinet Resolution No. 132 of 2023

Most first violations bring a written warning with 15 or 30 days to correct, and fixed fines of AED 5,000 to AED 100,000 apply when a violation is repeated. After a third violation the registrar may also suspend the licence and close the premises until the fine is paid and the breach corrected.

Violation	First time	Second time	Third time
Not creating or keeping the beneficial owner register	Written warning, 30 days	AED 50,000	AED 100,000
Not disclosing ownership layers in a complex structure	Written warning, 30 days	AED 50,000	AED 100,000
Not giving the registrar nominee board member data	Written warning, 30 days	AED 40,000	AED 80,000
Recording beneficial owner details incorrectly or incompletely	Written warning, 15 days	AED 20,000	AED 40,000
Not updating the beneficial owner register	Written warning, 15 days	AED 15,000	AED 30,000
Not updating the partners register within 15 days	Written warning, 30 days	AED 15,000	AED 30,000
Not answering a registrar request within 14 days	Written warning, 30 days	AED 15,000	AED 30,000

Example: failing to update the beneficial owner register three times costs a warning, then AED 15,000, then AED 30,000: AED 45,000 in fines plus possible suspension. Separately, intentionally giving false beneficial owner information to an authority or a bank is a crime under Article 35 of Federal Decree-Law No. 10 of 2025: imprisonment and/or a fine of at least AED 20,000.

What changed in UAE beneficial ownership rules, 2023–2026

The beneficial owner test and filing deadlines in Cabinet Resolution No. 109 of 2023 have not changed since 16 November 2023; the penalty table changed in December 2023 and the anti-money laundering law in 2025. As at October 2026 the UAE Legislation portal lists Cabinet Resolutions No. 109 and No. 132 of 2023 as active.

Date	Change	Effect
16 November 2023	Cabinet Resolution No. 109 of 2023 in force (issued 6 November)	Replaces Cabinet Resolution No. 58 of 2020; existing companies had 60 days to file
30 December 2023	Cabinet Resolution No. 132 of 2023 in force (issued 15 December)	New penalty table; repeals Cabinet Resolution No. 53 of 2021
14 October 2025	Federal Decree-Law No. 10 of 2025 in force	Replaces the 2018 AML law; false beneficial owner information is a crime
14 December 2025	Cabinet Resolution No. 134 of 2025 in force (AML executive regulations)	Companies update beneficial owner information within 15 working days and keep records for at least 5 years after dissolution

The old Cabinet Resolution No. 53 of 2021 scale (a written warning, then AED 50,000, then AED 100,000 with licence suspension of at least 12 months) no longer applies.

How to set up or update a UAE UBO register: checklist

Work down from the top of the ownership chain, file both registers within 60 days of licensing and report every change within 15 days.

1. Chart the ownership up to the individuals at the top, with each layer’s capital and voting percentages.
2. Apply the test: 25% or more, directly or indirectly; failing that, control by other means, such as a right to appoint or remove most directors; failing that, senior management.
3. Collect each beneficial owner’s full name, nationality, date and place of birth, address, passport or ID details, and the basis and date of their status.
4. Complete the partners register, including any trustee or nominee and the person they represent.
5. Obtain disclosure from each nominee board member within 15 days of appointment, and tell each person you record within 15 days.
6. Name a UAE-resident individual authorised to give the registrar beneficial owner data.
7. Submit both registers to the registrar (DET for a Dubai mainland company, or the free zone authority) within 60 days of licensing.
8. After any change, update the register and notify the registrar within 15 days; answer registrar requests within 14 days.

Common UBO register mistakes

Most UBO penalties come from treating the register as a one-off filing rather than a record that must stay current.

• Copying the licence partners list: a holding company is a legal owner, not a beneficial owner.
• Stopping at the first corporate layer: Article 5 requires tracing through any number of companies.
• Ignoring joint holdings: each joint holder is treated as owning the whole stake, so spouses jointly holding 30% are both declared.
• Assuming a listed parent removes every duty: it removes only the duty to obtain and hold beneficial owner information.
• No resident contact: not naming a UAE-resident authorised person is a separate violation (AED 10,000, then AED 20,000).
• Issuing bearer shares: no company licensed or registered in the UAE may issue them.

UBO terms explained

These are the terms Cabinet Resolution No. 109 of 2023 uses; its English translations vary slightly.

• Real beneficiary: the portal translation’s term for a beneficial owner.
• Registrar: the authority keeping the commercial register, such as DET or a free zone authority.
• Partners or shareholders register: each legal owner’s shares, class, voting rights and acquisition date.
• Board nominee member: a board member or manager acting on another person’s instructions.
• Senior management: the people with decision-making power, named as beneficial owner when no one else qualifies.
• Complex ownership structure: linked entities used to hide who owns or controls a company.
• Governmental partner: a federal or local government that owns shares in a company.
• Financial free zones: DIFC and ADGM, which apply their own rules; ADGM also uses 25% and a 15-day change deadline.