Ultimate Beneficial Ownership in UAE
UAE recently replaced Cabinet Decision No. 34 of 2020 with Cabinet Resolution No. 58 of 2020 on the Regulation of the Procedures Related to Real Beneficiaries (“Decision”). According to the new resolution, companies licensed or registered in the UAE (excluding in the financial free zones) must create and maintain a register of their ultimate beneficial ownership(“UBO”) and should submit UBO data to the relevant registrar or licensing authority (“Registrar”).
What is an Ultimate Beneficial Owner?
UBO is the natural person who ultimately owns controls or has the right to vote with a minimum 25% shareholding of the company, whether through direct or indirect ownership. The UBO also has the right to appoint or dismiss the maximum number of directors/managers in the company. If no natural person fits this profile in the company then any natural person who has control over the company through other means is fit to be the UBO and if no natural person satisfies this condition as well then a natural person who is responsible for the senior management of the company will be named the UBO.
The Resolution applies to all entities licensed in the UAE, excluding the following:
- Entities in financial free zones (Abu Dhabi Global Markets and Dubai International Financial Centre); and
- Entities which are directly or indirectly wholly owned by Federal or Emirate government.
- It is worth noting that there has been no reference to the information in the registers being made publicly available, it is anticipated that all information will be held and maintained for authorities use only.
A further look into the requirements imposed by the Resolution Register of UBOs
- UBOs are natural persons who ultimately own or control or have the right to vote with minimum 25% shareholding of the company, whether through direct or indirect ownership or who have the right to appoint or dismiss the majority of the Directors / Managers.
- If no natural person satisfies the condition above, then any natural person who exercises control over the company through other means shall be deemed as the UBO.
- If no natural person satisfies both conditions above, then a natural person who is responsible for the senior management of the company will be deemed as the UBO.
Register of Nominee Director / Manager
a) Details of Directors / Managers acting in accordance with the instructions of another person.
Register of Partner / Shareholder
b) The number of ownership interests held by each Partner or Shareholder and the voting rights attached to such ownership interests and the date of acquisition of ownership interests.
Entities will need to assess who constitutes a UBO and consider whether anyone is a nominee Director / Manager. The Register of Shareholders / Partners is not a new concept as this is a requirement outlined in the UAE Commercial Companies Law, as well as in respective Free Zone Companies Regulations. Although the Resolution requires additional information to be detailed (for example, voting rights).
Entities must notify the relevant authority of any change or amendment to the information provided within fifteen (15) days of such change or amendment.
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If entities do not comply with the Resolution, the UAE Ministry of Economy may impose sanctions on those entities. The list of administrative sanctions is yet to be issued.
How Can We Help?
- Prepare registers of the UBOs, Partners / Shareholders and Nominee Directors / Managers (if applicable), in accordance with the Resolution.
- Arrange filing with the authorities.
- Maintain the relevant registers on a dedicated company secretarial database on an ongoing basis
- Inform the relevant authority of any changes or amendments to the information provided.