Ultimate Beneficial Owner (UBO) requirements for new UAE companies
Every company registered in the UAE has to answer one deceptively simple question: behind the shares, the holding structures and the corporate names, which flesh-and-blood human being ultimately owns or controls this business? That person is the Ultimate Beneficial Owner, and identifying, recording and reporting them is now a standing legal obligation, not a formality you complete once and forget. This guide explains who qualifies as a UBO under the 25% rule, the three registers your company must keep, the 60-day window to file beneficial-owner data with your registrar, and what happens if you do not. It is general information to help a founder or manager prepare, not legal advice on your specific structure, and your registrar or free-zone authority always sets the final requirement.
- A UBO is always a natural person — reached by tracing ownership and control through every corporate layer
- The trigger is 25% or more of shares or voting rights, or control by other means
- Every company keeps three registers: Partners/Shareholders, Nominee Directors, and Beneficial Owners
- Beneficial-owner data is filed within 60 days, changes updated within 15 — free zones included, financial free zones excluded
- Dubai-based, UAE-wide service
- Arabic & English
- Clear guidance on every document
- Direct request, no middlemen
What UBO compliance requires, in one paragraph
A new UAE company must identify the natural person or persons who ultimately own or control it — anyone holding 25% or more of its shares or voting rights, directly or indirectly, or who otherwise controls it, for example by having the power to appoint or remove a majority of its directors. It must record them in a Register of Beneficial Owners, alongside a Register of Partners or Shareholders and a Register of Nominee Directors, and it must provide the beneficial-owner information to its registrar — the licensing authority or free zone — within 60 days of incorporation, then update it within 15 days of any change. This regime is set by Cabinet Decision No. 109 of 2023 on the Regulation of Beneficial Owner Procedures, and enforcement, including fines and licence action, runs through the companion Cabinet Decision No. 132 of 2023.
The point the regime keeps returning to is this: a company cannot be its own beneficial owner. Ownership held through another company, a fund or a trust must be traced upward, layer by layer, until it lands on a human being. Where no individual meets the 25% test and control cannot be pinned down any other way, the law does not give up — it treats the senior management official, such as the general manager, as the beneficial owner so that a natural person is always named. The sections below take the test, the registers, the deadlines and the penalties one at a time.
Why the UAE asks who is really behind a company
The beneficial-owner regime is part of the UAE's framework for transparency and combating money laundering and terrorist financing. It began with Cabinet Decision No. 58 of 2020 and is now governed by Cabinet Decision No. 109 of 2023, which regulates the beneficial-owner procedures, with administrative penalties set out in Cabinet Decision No. 132 of 2023. The Ministry of Economy oversees the framework, while each company deals in practice with its own registrar — a mainland licensing authority such as an emirate's Department of Economy and Tourism, or a free-zone authority.
Crucially, the obligation is not limited to mainland companies. It applies to legal persons licensed or registered across the UAE, including in the commercial (non-financial) free zones. Two categories sit outside it: companies wholly owned by the federal or a local government, and companies established in the financial free zones — the Dubai International Financial Centre (DIFC) and Abu Dhabi Global Market (ADGM) — which run their own equivalent beneficial-ownership regimes. If your company is anywhere else, assume the rule reaches you.
This matters most at the moment of formation, because the clock starts at incorporation. A founder who thinks of UBO filing as a later add-on can find the 60-day window closing while attention is on premises, visas and bank accounts. Building the registers as you build the company is far easier than reconstructing them under a deadline.
The terms that appear in the beneficial-owner rules
- Ultimate Beneficial Owner (UBO)
- The natural person who ultimately owns or controls a company, reached by looking through every intermediate entity. Always a human being, never a company.
- Nominee director
- A director or board member who acts on the instructions of another person. The company records these separately so the real decision-maker behind them is not hidden.
- Senior management official
- The fallback beneficial owner — for example the general manager — named when no individual meets the 25% test and control cannot otherwise be identified, so a natural person is always on the register.
- Indirect ownership
- Ownership held through one or more other entities. It is counted by tracing the chain up to the individual, not stopped at the first company in the structure.
- Registrar
- The licensing or registration authority that maintains the register and receives beneficial-owner filings — a mainland economic department or a free-zone authority.
Who qualifies as a UBO: the decision table
| Test (applied in order) | What it means in practice | Result |
|---|---|---|
| 1. Owns 25% or more of the capital | A natural person holding at least a quarter of the shares, directly or indirectly through a chain of entities. | Is a UBO — record them. |
| 2. Holds 25% or more of the voting rights | Voting power can exceed shareholding; count it separately from capital. | Is a UBO — record them. |
| 3. Controls by other means | For example the power to appoint or dismiss a majority of the directors, regardless of shareholding. | Is a UBO — record them. |
| 4. None of the above can be identified | Ownership is too dispersed, or control cannot be established through tests 1–3. | The senior management official is treated as the UBO. |
The three registers every company must keep
| Register | Who it lists | The detail it must carry |
|---|---|---|
| Register of Partners / Shareholders | Every legal owner of record. | Names, the number and class of shares, and the date each became an owner. |
| Register of Nominee Directors | Any director acting on another's instructions. | Identity of the nominee and of the person on whose behalf they act. |
| Register of Beneficial Owners | The natural person(s) who ultimately own or control the company. | Full name, nationality, date and place of birth, address, ID/passport details, the basis of beneficial ownership, and the dates it began and ended. |
Have a question about your case?
Filing deadlines and the consequences of missing them
| Obligation | Timing | If you miss it |
|---|---|---|
| File beneficial-owner data with the registrar | Within 60 days of incorporation (or of the entity being entered on the register). | The company falls out of compliance and exposes itself to the penalty process. |
| Update the registers after any change | Within 15 days of the change in ownership or control taking effect. | Records go stale and the company is treated as non-compliant. |
| Maintain the three registers accurately | On an ongoing basis, kept at the company and available to the authorities. | Administrative penalties under Cabinet Decision 132/2023 — typically a warning to correct first, then escalating fines, and licence suspension or closure on repeat violation. |
How a new company gets its UBO position right
Map the ownership structure
Draw the full chart — shareholders, holding companies, funds, trusts — so you can see every layer between the company and the people above it.
Trace to the natural person
Follow ownership and voting up through each entity until you reach individuals, applying the 25% and control tests at the human level, not at the first company.
Collect the identifying data
Gather each UBO's full legal name, nationality, date and place of birth, address and passport or ID details, and the basis on which they qualify.
Build the three registers
Create and keep the Registers of Partners/Shareholders, Nominee Directors and Beneficial Owners at the company, ready for inspection.
File within 60 days
Submit the beneficial-owner information to your registrar through its portal or counter within the window that opens at incorporation.
Keep it current
On any change — a share transfer, a new director, a restructuring — update the registers and notify the registrar within 15 days.
How the test lands in common ownership setups
One founder owns 100% of the company.
What is usually neededThat founder is the sole UBO. Record them, file within 60 days, done — but still keep all three registers.
Two partners hold 50% each.
What is usually neededBoth are UBOs — each clears the 25% threshold. The register must name both, not just the managing partner.
A foreign holding company owns 80%, itself owned by three individuals.
What is usually neededLook through the holding company. Any individual whose indirect share reaches 25% of the UAE company is a UBO; the holding company itself is never the answer.
No shareholder reaches 25% and control is genuinely dispersed.
What is usually neededWhen tests 1–3 identify no one, the senior management official is entered as the UBO so a natural person is always named.
Mistakes that put a new company out of compliance
The mistakeNaming a holding company as the beneficial owner and stopping there.
The fixTrace ownership all the way up to the individuals behind the holding company — a company can never be the UBO.
The mistakeCounting only direct shareholdings and ignoring indirect ones held through other entities.
The fixAdd up each individual's direct and indirect interests across the whole structure before applying the 25% test.
The mistakeTreating the 60-day filing as a one-off and never touching the registers again.
The fixUpdate the registers and notify the registrar within 15 days of any change in ownership or control.
The mistakeAssuming a free-zone company is exempt because it is not on the mainland.
The fixOnly the financial free zones (DIFC, ADGM) and wholly government-owned entities are outside the regime; commercial free zones are in.
The mistakeRecording a director who acts on someone else's instructions as an ordinary board member.
The fixEnter nominee directors in the Register of Nominee Directors and disclose the person they act for.
Treat UBO as a standing record, not a one-time form
The companies that stay compliant are the ones that build the beneficial-owner record into how they run, not the ones that scramble at each deadline. Keep the ownership chart, the identity documents and the three registers in one place, refreshed whenever a share moves or a director changes, and the 15-day update becomes a quick edit rather than an investigation. When your structure has foreign holding companies, funds or nominee arrangements, resolve the tracing at the point you set the structure up, while the documents and the people are in front of you.
Two final habits protect you. First, confirm the current filing route with your specific registrar — mainland authorities and each free zone maintain their own portals and forms, and they change. Second, if your structure is genuinely complex, or if you are unsure whether an individual crosses the 25% line once indirect holdings are added, take advice before you file rather than after a query. Correcting a register under a warning is manageable; leaving it wrong is what turns into a penalty.
If you are forming a UAE company and want the ownership traced, the three registers built and the beneficial-owner filing handled inside the 60-day window, tell us your structure and where the company is licensed.
Talk to our corporate teamQuestions about UBO requirements in the UAE
A UBO is the natural person who ultimately owns or controls a company — someone who owns 25% or more of its shares or voting rights, directly or indirectly, or who controls it by other means, such as the power to appoint or dismiss a majority of its directors. It is always a human being: ownership held through other companies is traced upward until it reaches an individual. If no one meets these tests, the senior management official is treated as the UBO.
It is the threshold that triggers beneficial-owner status. Any natural person who owns 25% or more of a company's capital, or holds 25% or more of its voting rights — whether directly or indirectly through a chain of entities — is a UBO. Voting rights are counted separately from capital, so someone can cross the line on votes even with a smaller shareholding. The 25% test is applied at the level of the individual, not at the first company in the structure.
Yes, commercial free-zone companies are within the regime and must keep the registers and file with their free-zone authority. The only exclusions are the financial free zones — the DIFC and ADGM, which operate their own equivalent beneficial-ownership rules — and companies wholly owned by the federal or a local government. If your company is in an ordinary (non-financial) free zone, the obligation applies to you.
A new company generally must provide its beneficial-owner information to its registrar within 60 days of being incorporated or entered on the register. After that, any change in ownership or control must be reflected in the registers and notified within 15 days. Confirm the exact filing route with your specific registrar, because mainland authorities and each free zone run their own portals and forms.
Failing to keep or file the beneficial-owner records exposes a company to administrative penalties set out in Cabinet Decision No. 132 of 2023, the companion to the beneficial-owner rules. Enforcement generally begins with a written warning and a period to correct, and escalates for continued or repeated non-compliance — including monetary fines and, ultimately, suspension of the trade licence and closure of the establishment. Because the schedule of amounts is fixed by that decision and can be updated, confirm the current figure with your registrar rather than relying on a number quoted elsewhere.
It must be a natural person. A company, fund or trust can appear in the ownership chain, but it can never be the final answer. The whole purpose of the regime is to look through corporate layers to the human being who ultimately benefits or controls. Where ownership is so dispersed that no individual meets the 25% test and no one controls by other means, the law names the senior management official rather than leaving a company in the beneficial-owner slot.
Official sources
- UAE Cabinet Decision No. (109) of 2023 on the Regulation of Beneficial Owner Procedures (Ministry of Economy, English version)
- UAE Cabinet Decision No. (132) of 2023 on the Administrative Penalties for violations of the beneficial owner procedures
- UAE Ministry of Economy — beneficial owner / anti-money-laundering oversight
This content is for general awareness and is based on the official sources available at the time of the last update. Company-formation and corporate-service requirements, fees, approvals and steps differ by the business activity, the legal form and the jurisdiction, and are set and updated by the competent authorities. It is not legal or financial advice. MANJAZ is a corporate-services provider that helps prepare, coordinate and follow up requirements with the relevant authorities — it is not the Department of Economy and Tourism or any government body, it does not issue trade licences, it cannot approve a business activity, and it does not guarantee any approval.
Tell us what your company needs
Whether it is a new company, a licence change, a document or a government transaction, send the details and MANJAZ will help identify and coordinate the right corporate-service steps.