UAE Cabinet Resolution 58/2020
UBO Registration: Know your beneficial owners
Who ultimately controls your company must be disclosed to the FTA โ identify beneficial owners (โฅ25% stake or control), register them, and stay compliant with anti-money-laundering requirements.
Quick facts
- Who must register: All UAE companies (mainland and free zone, except certain entities like banks, securities firms).
- UBO definition: Any natural person who ultimately owns โฅ25% of shares or voting rights, or exercises ultimate control (directly or indirectly).
- Deadline: Most companies registered before March 2020 had until 31 Dec 2023 to register. New companies: within 30 days of incorporation.
- Penalties for non-compliance: Up to AED 100,000 fine + potential business licence suspension.
Who is a beneficial owner
The 25% test and control rules
What does "beneficial owner" mean?
A natural person (not a company) who, directly or indirectly, owns โฅ25% of shares, voting rights, or capital. Also anyone who exercises ultimate control over the company (e.g., has the power to appoint/remove directors, make strategic decisions), even if they own <25%. Control can be exercised via contracts, trusts, or arrangements โ not just share certificates.
If my company is owned by another company, do I need to register its beneficial owners?
Yes โ you must "look through" intermediate companies to identify the natural persons who ultimately control yours. If Company A owns 30% of your company and Person X owns 40% of Company A, and Company A effectively controls your company, Person X must be registered as your beneficial owner.
What if beneficial ownership is split equally among multiple people <25% each?
If no single person meets the 25% threshold and no one exercises control, there may be no beneficial owner to register. However, the FTA requires you to confirm this in your UBO register โ leaving it blank without justification can invite scrutiny.
Are trustees or beneficiaries considered beneficial owners?
Typically yes. If shares are held in a trust, the beneficiary with ultimate economic interest (not just the trustee as a legal placeholder) is the beneficial owner. This often requires detailed trust analysis โ consult your corporate lawyer if you use trusts.
Registration process
How to register UBOs with the FTA
- Identify beneficial owners: Review your share certificates, shareholder agreements, and any arrangements that give control. List all natural persons meeting the 25% or control threshold.
- Gather documents: Copies of shareholder agreements, board minutes (if any), proof of identity (passport/UAE ID), and evidence of ownership/control (share certificates, bank statements showing capital injection, etc.).
- Complete FTA UBO form: Available on EmaraTax (fta.gov.ae). Include each UBO's name, nationality, ID number, % ownership, and nature of control.
- Submit via EmaraTax: Upload the form and supporting documents. Fee: typically AED 50โ100.
- Await confirmation: FTA processes within 7โ14 days. You'll receive a UBO registration certificate via email.
- Update when ownership changes: Any sale, transfer, or acquisition above the 25% threshold requires an amended UBO registration within 30 days.
Penalties & enforcement
What happens if you don't comply
What's the penalty for not registering a beneficial owner?
Up to AED 100,000 fine, plus potential reputational damage (banks may freeze accounts, government contracts may be suspended). Worse, repeated non-compliance can lead to business licence suspension or revocation.
Can I be fined if I register a beneficial owner and they later object?
The UBO registration is your declaration of who you believe the beneficial owner is, based on available evidence. If the FTA later finds it incomplete or inaccurate, you have an opportunity to correct it. Good-faith errors are typically forgiven if corrected promptly.
Is UBO information public?
No โ UBO registers are confidential and held by the FTA. They are not published or shared with the public. Some jurisdictions share with foreign tax authorities under automatic exchange of information (AEOI) agreements, but only in defined circumstances.