UAE Ultimate Beneficial Owner (UBO) Rules: Registers, Filing Deadlines and Penalties

Introduction

The UAE beneficial owner rules for owner-managed companies: the 25% test, the registers to keep, filing deadlines, exemptions, free zone, DIFC and ADGM differences, and fines.

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Last reviewed 3 October 2026 · 8 min read

In short

Most UAE companies on the mainland and in commercial free zones must keep a register of their beneficial owners, the individuals who own or control 25% or more, or who otherwise control the company, and a register of partners or shareholders, and file both with their registrar. Under Cabinet Decision No. 109 of 2023, the registers are filed within 60 days of licensing and changes are reported within 15 days. The Dubai International Financial Centre (DIFC) and Abu Dhabi Global Market (ADGM) have their own rules, and repeat breaches on the mainland and in commercial free zones can bring fines of up to AED 100,000, with a possible licence suspension on a third breach.

Who counts as a beneficial owner of a UAE company?

A beneficial owner is the individual who ultimately owns or controls a company. In most cases that means anyone who owns or controls 25% or more of it, directly or through other companies.

On the mainland and in the commercial free zones, the rules are in Cabinet Decision No. 109 of 2023, issued on 6 November 2023, which replaced Cabinet Decision No. 58 of 2020.

Federal Decree-Law No. 10 of 2025, issued on 30 September 2025, replaced the 2018 anti-money laundering law and says the Cabinet will issue a new resolution on identifying beneficial owners. Until then, decisions under the old law stay in force where they do not conflict with it.

Ownership is traced through any number of companies to the individual at the top, and joint holders are each treated as owning the stake. So four equal partners with 25% each are all beneficial owners, and so is an individual who holds 25% or more indirectly, for example through a holding company they own. The tests apply in this order:

  • Ownership or control: owning 25% or more of the capital, holding 25% or more of the voting rights, or having control such as the right to appoint or dismiss most of its directors.
  • Other control: if no one is identified that way, or there is doubt, the individual who controls the company by other means.
  • Senior management: if still no one is identified, the individual in a senior management position.

Which registers must a company keep?

Every company covered must keep the records below up to date. Bearer shares and bearer share warrants are not allowed.

Under Cabinet Resolution No. 134 of 2025, the anti-money laundering regulations issued in October 2025, the shareholder register must be kept in the UAE, at the company's office or another place notified to the registrar, unless the beneficial owner information is kept in the UAE instead. Banks ask for the same information, and companies must help them obtain it.

The records are:

  • Beneficial owner register: each beneficial owner's full name, nationality, date and place of birth, address for notices, identity document details, and the date and basis on which they became, or ceased to be, a beneficial owner. It must be set up within 60 days of the company coming into existence.
  • Register of partners or shareholders: each member's shares, share classes, voting rights and joining date, plus, for individuals, their name, nationality, address, place of birth, employer and a copy of their identity document.
  • Nominee details: a nominee director must tell the company within 15 days of taking on the role, changing their details or stepping down. Where a partner or shareholder acts as a trustee or nominee, the register of partners or shareholders also records who they represent. Some registrars, such as Meydan Free Zone, call this a nominee register.

What must be filed with the registrar, and when?

The registrar is the authority that keeps the register of trade names. On the mainland, that is the emirate's economic department or other licensing authority, such as Fujairah Municipality in Fujairah. In a commercial free zone, it is the free zone authority, usually through its own portal.

Cabinet Resolution No. 134 of 2025 gives companies 15 working days to update beneficial owner and basic company information, while Cabinet Decision No. 109 of 2023 says 15 days. Working to 15 calendar days meets both.

The filing deadlines under Cabinet Decision No. 109 of 2023 are:

  • Within 60 days of licensing or registration: give the registrar the beneficial owner register and the register of partners or shareholders.
  • Within 15 days of a change: update the registers and report the change to the registrar.
  • Within 14 days of a request: provide any extra information the registrar asks for.
  • At all times: name an individual living in the UAE who is authorised to disclose the company's information to the registrar, with their address, contact details and a copy of their identity document.
  • On liquidation: the liquidator hands the registers to the registrar within 30 days of appointment and keeps the records for at least five years.

Which companies are exempt?

There is no exemption for small or owner-managed companies. If you are the only shareholder of your company, you are its beneficial owner, and the company still keeps and files the register.

A company owned by a listed company that is subject to adequate disclosure rules, or by a majority-owned subsidiary of that listed company, is exempt from the duty to obtain and hold beneficial owner information.

Cabinet Decision No. 109 of 2023 does not apply at all to:

  • companies wholly owned by the federal government or a local government, and companies wholly owned by those companies
  • companies in the financial free zones, such as the DIFC and ADGM, which have their own rules
  • a federal or local government in its role as a shareholder (some registrars, such as Sharjah Airport International Free Zone (SAIF Zone), read this as relief for companies with a government shareholder, subject to conditions, so check with your registrar if a government body owns part of your company)

How do the rules differ on the mainland, in free zones and in the DIFC and ADGM?

Mainland companies and companies in commercial free zones, such as SAIF Zone, Shams and Meydan Free Zone, follow the same federal rules and differ mainly in where they file. Our company set-up guide compares the options.

The DIFC and ADGM have their own regulations. Both use a 25% test and require a separate record of any nominee directors, and neither registrar publishes beneficial owner details. For foundations, see our guide to DIFC and ADGM foundations.

The main differences are:

  • DIFC: the Ultimate Beneficial Ownership Regulations cover companies, partnerships, foundations and non-profit organisations. A new company sets up its register within 30 days, and the details in its application count as filed. Changes are recorded and reported to the Registrar within 30 days. Companies listed on a recognised exchange, firms regulated by the Dubai Financial Services Authority (DFSA) or an equivalent regulator, and companies wholly owned by a government or government agency in the UAE or in another jurisdiction the Registrar recognises are among those exempt.
  • ADGM: the Beneficial Ownership and Control Regulations 2022 cover companies, LLPs, limited partnerships with legal personality and foundations, but not branches of foreign companies or foreign partnerships. Records are set up, and filed if not filed at incorporation, within one month. Changes are reported within 15 days, and nominee directors have 15 days to tell the company. Late filings bring a late filing fee.

What are the penalties for not complying?

On the mainland and in commercial free zones, penalties are set by Cabinet Decision No. 132 of 2023. Federal Decree-Law No. 10 of 2025 says the Cabinet will issue a new resolution on violations and penalties, so these rules may change. Most first offences bring a written notice to put things right within 15 or 30 days, and repeat offences bring fines. On a third offence, the registrar may also suspend the trade licence and close the premises until the fine is paid and the breach corrected. A grievance can be filed within 30 days of notification. Businesses that are supervised for anti-money laundering purposes, such as real estate brokers and accountants, can also face separate penalties from their supervisor.

Under Federal Decree-Law No. 10 of 2025, intentionally giving false or misleading beneficial owner information to an authority or a bank can bring imprisonment, a fine of at least AED 20,000, or both. The DIFC and ADGM registrars can impose fines, and the DIFC Registrar can strike off a company that fails to comply.

Examples of fines for a second and then a third offence are:

  • not creating and keeping a beneficial owner register: AED 50,000, then AED 100,000
  • not updating the beneficial owner register: AED 15,000, then AED 30,000
  • not filing the registers with the registrar: AED 15,000, then AED 30,000
  • not naming a UAE resident contact person: AED 10,000, then AED 20,000

Frequently asked questions

I own 100% of my company. Do I still need a beneficial owner register?

Yes. You are its beneficial owner, so the register must be kept, filed within 60 days of licensing and updated within 15 days of any change. Cabinet Decision No. 109 of 2023 does not apply to companies wholly owned by the government or to companies in the financial free zones, and it gives limited relief to some companies owned by listed groups. There is no exemption for small businesses.

Is the beneficial owner register public?

Not as a rule. Under Cabinet Decision No. 109 of 2023, the registrar and the ministry may disclose it only with the beneficial owner's written approval, or under anti-money laundering rules and international agreements, including tax information exchange. Cabinet Resolution No. 134 of 2025 requires the registrar to make basic company information and nominee information public, and nominee information can include who the nominee acts for. Beneficial owner information itself goes to the authorities and is not published. The DIFC and ADGM registrars also keep beneficial owner details confidential.

Is a nominee shareholder the beneficial owner?

No. Cabinet Resolution No. 134 of 2025 says a nominee shareholder or nominee director is not a beneficial owner because of that role. The nominee must tell the company that they are a nominee and who they act for, and report any change within 15 working days, although a nominee director has 15 days under Cabinet Decision No. 109 of 2023. The person they act for is then assessed under the usual beneficial owner tests.

What happens when shares in my company are sold?

The company must not register the transfer until the buyer states whether the beneficial ownership will change and gives details of any new beneficial owner. The registers must then be updated and the change reported to the registrar within 15 days.

How Indigo Group can help

Indigo Group can help with company formation, visas, government liaison and Corporate Tax filing through our Corporate Services team, and with bookkeeping, VAT registration and filing, and audit support through our Accounting and Audit team. For an overview of how we work with expatriates, see financial advice for expats in Dubai. Indigo Group's regulated entity, Indigo Financial Analysis and Consultancy LLC, is licensed by the UAE Capital Market Authority (CMA), licence no. 706042.

Read more about our company formation and corporate services in the UAE.

To talk this through, book a consultation or message us on WhatsApp.

Written by

Colin Lynam

Managing Director

Colin is an experienced wealth manager with extensive knowledge of the GCC.

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Last reviewed 3 October 2026. This article is for general information only and does not constitute financial, legal or tax advice. Rules change, so please speak to a qualified adviser about your circumstances.

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