Ultimate Beneficial Owner (UBO) Compliance in the UAE

Every company licensed in the UAE, mainland and free zone, must identify its ultimate beneficial owners, keep a register of them, and file the information with its licensing authority. The requirement applies to the smallest single-shareholder LLC as much as to a group holding company, and it must be updated within 15 days of any change. Dawn Consultancy prepares the UBO analysis, the registers, and the filings with the Department of Economy and Tourism or the free zone authority, and keeps them current as part of our corporate secretarial service.

Who is a beneficial owner

A beneficial owner is the natural person who ultimately owns or controls the company. The test is applied in order:

1. Any natural person who, directly or indirectly, owns or controls 25% or more of the shares or voting rights, or who has the right to appoint or remove the majority of the directors
2. If no person meets the first test, any natural person who otherwise exercises control over the company
3. If no person meets either test, the natural person responsible for senior management

Where shares are held through other companies, trusts or nominees, the analysis looks through each layer to the individuals at the top. Nominee directors and shareholders must be identified as such.

What the company must maintain

• Register of beneficial owners: full name, nationality, date and place of birth, residential address, passport or ID details, the date the person became a beneficial owner and the basis on which they qualify
• Register of shareholders or partners: including the number and class of shares and voting rights held
• Register of nominee directors and managers: where any director or manager acts on the instructions of another person

The registers are filed with the licensing authority at incorporation and confirmed at each licence renewal; changes must be filed within 15 days.

Exemptions

Companies wholly owned by the federal or an emirate government, and companies licensed in financial free zones (DIFC and ADGM), follow their own regimes. Listed companies and their subsidiaries are subject to reduced requirements. Everyone else is in scope.

Penalties

Failure to keep or file the registers, or filing inaccurate information, attracts written warnings, fines and, for continued non-compliance, licence suspension. Fines are imposed on the company and can be imposed on the manager personally. Authorities check UBO filings at licence renewal, so an incomplete filing typically blocks the renewal.

Our UBO services

• Ownership structure analysis through multiple layers, including trusts, foundations and foreign holding companies
• Preparation of the three registers in the format required by the licensing authority
• Initial filing and updates with DET or the free zone authority
• Annual confirmation at licence renewal
• Alignment of UBO data with AML customer due diligence, Corporate Tax related-party disclosures and bank KYC requests, so the same facts are reported consistently everywhere

Frequently asked questions

I own 100% of my company personally. Do I still need a UBO register?
Yes. The register will show you as the sole beneficial owner, but it must exist and be filed.

My company is owned by a foreign holding company. Who is the UBO?
The natural persons who ultimately own or control the foreign holding company, traced through each layer until individuals are reached.

Does the UBO information become public?
No. It is held by the licensing authority and shared with regulators and law enforcement, not published.

What happens if a shareholder changes?
The registers must be updated and the change filed with the licensing authority within 15 days.

Get your UBO filing done

Email your trade licence and shareholding details to info@dawnconsultancy.com, call +971 55 441 1036, or request a call back. Related: AML compliance and Corporate Tax services.