UAE UBO Register in 2026: Cabinet Resolution 109, the 25% Test, Filing and Penalties

Every company licensed on the UAE mainland or in a commercial free zone has to know — and record — who really owns and controls it. That's the ultimate beneficial owner (UBO) regime, set by Cabinet Resolution No. 109 of 2023 and enforced through the fines in Cabinet Resolution No. 132 of 2023. This guide explains who counts as a UBO, the two registers you must keep, what goes in them, the 60-day and 15-day deadlines, how filing with your Registrar works, nominee directors, who's excluded, and the full fine table — with worked ownership examples and figures in dirhams.

Quick answer

Under Cabinet Resolution 109 of 2023, every in-scope UAE company must keep a Real Beneficiary Register and a Partners or Shareholders Register, file both with its Registrar within 60 days of licensing, and report any change within 15 days. A UBO is any individual with 25% or more of the shares or votes, or control by other means.

• Applies to mainland and commercial free zone companies; DIFC, ADGM and wholly government-owned companies are excluded

• Trace ownership through every layer of companies or trusts to a natural person

• No 25% owner? The person with control by other means, or else the senior manager, is the UBO

• Fines under Resolution 132 run from AED 5,000 up to AED 100,000, after a written notice for most breaches

• Registers are confidential — not published like the UK's PSC register

The legal text cited here is the official English translation on the UAE Legislation portal, which blocks automated readers; it was read through Internet Archive copies of the two PDFs. The Arabic text prevails if the two differ.

What the UBO rules are and why they exist

The UAE first introduced beneficial ownership rules in 2020 under Cabinet Resolution No. 58 of 2020, with fines in Resolution No. 53 of 2021. Both were replaced in late 2023. Cabinet Resolution No. 109 of 2023, issued on 6 November 2023, is now the main instrument; it sits under Federal Decree-Law No. 20 of 2018 on anti-money laundering and counter-terrorist financing, the Commercial Companies Law and the Commercial Register law. Cabinet Resolution No. 132 of 2023, issued in December 2023, sets the administrative penalties.

The goal is transparency. The Ministry of Economy has said the rules are meant to make sure the beneficial owners of the country's roughly 700,000 private enterprises are collected and recorded, in line with Financial Action Task Force standards. Banks, licensing authorities and law enforcement can then see who sits behind a company, even when it's held through several layers of holding companies.

For a small business owner, the practical effect is straightforward: you keep two registers, you file them with the authority that issued your licence, and you keep them current. Most failures come from forgetting the update step after a share transfer or a change of manager.

Who must comply — and who is excluded

Resolution 109 applies to every legal person licensed or registered in the UAE, including companies in the non-financial (commercial) free zones. That covers mainland LLCs, branches, sole establishments set up as legal persons, and free zone companies in zones such as JAFZA, DMCC, Dubai South, RAKEZ, Ajman Free Zone or SAIF Zone.

Three groups are excluded:

• companies wholly owned by the federal or a local government, and companies wholly owned by those companies;
• financial free zones — the Dubai International Financial Centre (DIFC) and Abu Dhabi Global Market (ADGM), which have their own beneficial ownership regulations; and
• government partners — a federal or local government that is itself a partner or shareholder in the company.

A company owned by a company listed on a regulated market with adequate disclosure rules — or a majority-owned subsidiary of one — is also relieved from the duty to hold UBO information under Article 6, because the market's own disclosure already gives transparency.

Who is a UBO: the 25% test and the fallbacks

Article 5 defines the real beneficiary as the natural person who ultimately owns or controls the company. In practice you run through the tests in order.

Identifying the UBO under Article 5

Step 1

25%+ of capital

direct or indirect

Step 2

25%+ of voting rights

or right to appoint/remove most of the board

Step 3

No one found?

person with control by other means

Step 4

Still no one?

senior management officer

The ownership and control test. Anyone who owns, directly or indirectly, 25% or more of the capital, or holds 25% or more of the voting rights, is a UBO. So is anyone who controls the company by other means, such as the right to appoint or remove the majority of the board. There can be several UBOs — up to four on pure ownership, and more if others control by other means.

Look through every layer. The UBO is always a natural person. You trace ownership through any number of legal persons or arrangements of any kind: holding companies, trusts, foundations. Registrars apply a risk-based approach, paying particular attention to complex structures — chains of connected entities that hide who's in charge.

Joint holdings. If several people own or control a block of capital together, each of them is treated as owning or controlling that whole block.

When nobody qualifies. If, after exhausting every means, no individual with a controlling ownership interest can be found — or there's doubt that the person found is the real owner — the natural person who exercises control by other means is the UBO. If there's still nobody, the senior management officer (the person with decision-making power) is recorded as the UBO.

The two registers you must keep

Resolution 109 requires two private registers, kept by the company itself and filed with the Registrar.

If any partner or shareholder is a trustee or nominee, the shareholders register must also record the details of the person they represent. The company must take reasonable steps to protect both registers from damage or loss. And a company may not issue bearer shares — all shares must be in someone's name.

On top of the registers, every company must give the Registrar the name of a natural person resident in the UAE who is authorised to disclose the required data and information, with that person's address, contact details and a valid passport or ID copy. Not naming one is itself a finable breach.

Deadlines: 60 days to set up, 15 days to update

UBO compliance clock

At licensing

Give the Registrar your basic company data and senior management details

Within 60 days of licence/registration

Create the Real Beneficiary and Partners or Shareholders Registers and file both with the Registrar

Within 15 days of any change

Update the registers and submit the change to the Registrar

Within 14 days of a request

Provide any extra data the Registrar asks for

At every renewal or amendment

Re-submit the basic data the Registrar requires

The 60 days setup period runs from the date the company is licensed or registered. After that, the 15 days update rule appears in several places. Article 8 requires the Real Beneficiary Register to be updated within 15 days of the company learning of a change; Article 10 does the same for the shareholders register; and Article 15 requires any amendment or change to the data to be submitted to the Registrar within 15 days. When a company issues shares or stakes in the names of people or board members, it must disclose the details to the Registrar within 15 days too.

The Registrar can ask for more information at any time; you have 14 days to answer. The company must also re-submit its basic data to the Registrar on incorporation, licensing, renewal and amendment. And under Article 8 it may not register or give effect to any document transferring ownership unless the incoming owner submits a statement saying whether the transfer changes the UBO and, if so, provides the new UBO's details for the register.

Chasing a suspected UBO

Article 7 gives you a procedure when you suspect someone is a UBO but their details aren't properly recorded. You first ask them. If 15 days pass without a reply, you send a formal notice setting out the details you believe are correct and asking them to confirm whether they're a UBO, correct any details and supply what's missing. If they still don't respond within 15 days of the notice, you enter the details you have in the register. If you add someone to the register who didn't give you their details themselves, you must tell them within 15 days.

Nominee directors and shareholders

A board nominee member is someone who holds a position in the company — typically as a manager or director — while acting on the instructions of another person, such as a shareholder. Under Article 9, a nominee must tell the company that they're a nominee and provide their details within 15 days of taking on that role, report any change within 15 days, and tell the company within 15 days when they stop being a nominee. Nominee shareholders and trustees must be recorded in the shareholders register together with the details of the person behind them.

This matters for structures where a local manager or corporate service provider holds a position for a foreign owner. The paperwork has to show the real principal, and the company should have the nominee's declaration on file.

Worked examples: who goes on the register?

Example 1 — a two-layer Dubai LLC. Al Noor General Trading LLC is a Dubai mainland company. Ahmed owns 40% directly. The other 60% is owned by a holding company, which in turn is owned 50/50 by Sara and Omar. Tracing through the holding company, Sara and Omar each own 30% indirectly. All three are UBOs: Ahmed at 40% (direct), Sara and Omar at 30% each (indirect). The Real Beneficiary Register lists three individuals; the shareholders register lists Ahmed and the holding company, with the holding company's corporate details.

Example 2 — five equal partners. A Sharjah free zone consultancy has five shareholders with 20% each and no shareholders' agreement giving anyone special rights. Nobody reaches 25%. If none of them controls the company by other means, the company records its senior management officer — say, the general manager who signs contracts and runs daily operations — as the UBO, and states the grounds in the register.

Example 3 — control without shares. In the same company, suppose a shareholders' agreement gives one 20% shareholder the right to appoint three of the five directors. That person controls the company by other means — the right to appoint the majority of the board — so they're the UBO, even though their stake is below 25%.

Example 4 — a share sale. On 3 March, Ahmed in Example 1 sells half his shares (20% of the company) to his brother Khalid. Khalid's 20% is below the threshold, and Ahmed's remaining 20% is too. The incoming owner must give a statement on whether the transfer changes the UBOs; it does, because Ahmed drops off the Real Beneficiary Register. The company must update both registers and submit the change to the Registrar by 18 March — 15 days from the change. Missing that date exposes the company to the update fines below.

How to file with your Registrar

Your Registrar is the authority that supervises your commercial registration: for mainland companies, the economic department of your emirate; for free zone companies, the free zone authority. Each Registrar runs its own submission channel, usually a UBO declaration form on its online portal, with separate versions for individual owners and corporate owners.

Filing your UBO information

1. 1

   Map the ownership chain

   Draw every layer from your company up to individuals. Note percentages of capital and votes, and any rights to appoint or remove directors.

2. 2

   Build both registers

   Complete the Real Beneficiary Register and the Partners or Shareholders Register with the Article 8 and Article 10 data, plus ID and passport copies.

3. 3

   Collect nominee declarations

   Get written declarations from any nominee managers, directors or shareholders, naming who they act for.

4. 4

   Name your UAE-resident contact

   Choose an authorised natural person living in the UAE and give the Registrar their address, contact details and ID copy.

5. 5

   Submit through your Registrar's portal

   Mainland: your emirate's economic department. Free zone: your free zone authority's e-portal. Keep the submission receipt.

   Tip: Free zone authorities such as SAIF Zone publish step-by-step guides for individual and corporate owners.

6. 6

   Diarise the 15-day update rule

   Any change of shareholder, manager, nominee or UBO must be recorded and filed within 15 days.

Keep the registers at your premises as well as filing them; free zone authorities such as Ajman Free Zone say so explicitly. If the company is dissolved or liquidated, the liquidator must hand the registers to the Registrar within 30 days of appointment and keep the records for 5 years after dissolution.

Confidentiality: who can see your registers

Unlike the UK's public register of people with significant control, the UAE registers are not public. Under Article 16, the Ministry of Economy and the Registrar may not disclose the Real Beneficiary Register or the Partners or Shareholders Register to anyone without the written approval of the beneficial owner or nominee concerned. The exceptions are the disclosures Resolution 109 itself requires, and requests under anti-money-laundering law and international agreements, including tax information exchange. The Ministry provides the data to competent UAE authorities on request and cooperates with foreign authorities under bilateral and multilateral agreements.

Penalties under Cabinet Resolution 132 of 2023

Resolution 132 gives the Registrar power to impose penalties for breaches of Resolution 109 using a table of violations. For most breaches, the first step is a written notice to comply within 15 or 30 days. If the company still doesn't comply, a fine follows, and a higher fine applies to a repeat. On a third violation, the Registrar can also suspend the commercial licence and close the premises until the fine is paid and the breach corrected.

The table shows the official English translation's figures; the Arabic original prevails. Part of a day counts as a full day, and part of a month as a full month, when working out penalties. You can appeal a penalty to the Registrar's appeal committee within 30 days of being notified and ask for it to be suspended while the appeal is heard; the committee decides suspension requests within 45 working days.

These fines sit on top of anything else that might apply under the anti-money-laundering decree-law. In practice, a missing or stale UBO filing also tends to surface at the worst moment — when a bank runs a know-your-customer review, or when you try to renew your trade licence.

Common mistakes and how to fix them

Listing the holding company as the UBO. The UBO is always an individual. Fix: trace through every corporate layer and record the people at the top.

Stopping at 25% ownership. Control by other means — appointment rights, voting agreements, a nominee arrangement — can make someone a UBO with a smaller stake. Fix: read shareholders' agreements and articles, not just the share register.

Updating the licence but not the UBO filing. A share transfer or manager change processed at the Registrar doesn't automatically update your UBO declaration. Fix: file the UBO change within 15 days, alongside the amendment.

No UAE-resident contact. Foreign-owned free zone companies often leave this blank. Fix: name a resident manager or authorised person and keep their ID current.

Ignoring nominee arrangements. Corporate service providers acting as managers are nominees. Fix: get their Article 9 declaration and record the principal in the shareholders register.

UAE UBO compliance checklist

0/7

• Ownership chain mapped to natural persons
• Real Beneficiary Register complete with Article 8 data
• Partners or Shareholders Register complete with Article 10 data
• Nominee declarations on file
• UAE-resident authorised contact named to the Registrar
• Both registers filed within 60 days of licensing
• 15-day update process for any ownership or management change

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Official links

• Cabinet Resolution No. 109 of 2023 (UAE Legislation)Real beneficiary procedures — official English translation
• Cabinet Resolution No. 132 of 2023 (UAE Legislation)Administrative penalties table
• Ministry of Economy briefing on the UBO resolutionsPolicy summary and identification steps
• Ajman Free Zone — UBOExample free zone submission page
• SAIF Zone — UBO declarationStep-by-step declaration guides

What to do next

If you've just been licensed, put the 60-day UBO filing on your setup checklist next to your corporate tax registration, and make the 15-day update rule part of any share transfer or change of manager. Setting up from scratch? Start with our Dubai business setup guide and the UAE business licence guide.

This is general information, not legal or tax advice — confirm on the official source or with a professional.

Frequently asked questions

Who is an ultimate beneficial owner in the UAE?

Under Cabinet Resolution No. 109 of 2023, a real (ultimate) beneficial owner is any natural person who directly or indirectly owns 25% or more of a company's capital or voting rights, or controls it by other means such as the right to appoint or remove most of the board. If nobody meets those tests, the person with control by other means is the UBO, and failing that, the senior management officer.

What is the deadline to file the UBO register in the UAE?

A company must create its Real Beneficiary Register and its Partners or Shareholders Register, and submit both to its Registrar, within 60 days of being licensed or registered. After that, any change must be recorded and reported to the Registrar within 15 days. Extra information the Registrar asks for is due within 14 days.

What is the penalty for not filing a UBO declaration in the UAE?

Cabinet Resolution No. 132 of 2023 sets the fines. Most breaches start with a written notice to comply, followed by fines that range from AED 10,000 to AED 50,000 and double for repeats. The maximum is AED 100,000, for example for not keeping a beneficial owner register at all. A third violation can also lead to licence suspension until the fine is paid and the breach corrected.

Does the UBO requirement apply to free zone companies?

Yes, to companies in the UAE's commercial (non-financial) free zones such as JAFZA, DMCC, SAIF Zone or RAKEZ, which file with their free zone authority as Registrar. Companies in the financial free zones — DIFC and ADGM — are excluded from Resolution 109 and follow their own beneficial ownership rules. Wholly government-owned companies are also excluded.

Is the UAE UBO register public?

No. Resolution 109 says the Ministry of Economy and the Registrar may not disclose the beneficial owner or shareholder register to anyone without the written approval of the beneficial owner, except where the resolution itself, anti-money-laundering law or international information-exchange agreements require it. Banks and authorities can still request it.

Do I have to file a UBO declaration if I own 100% of my company?

Yes. A sole owner holding 100% is the beneficial owner, so the company still keeps a Real Beneficiary Register and Partners or Shareholders Register naming that person and files them with the Registrar. The filing is usually short, but it isn't optional, and it must be updated within 15 days if ownership changes.

Sources & verification

Figures on this page were checked against the sources below when it was last reviewed on 9 October 2026. Each rate and limit is stored once with its own official source and review date, and official update channels are monitored daily so changes are picked up. How we verify

1. 1.Cabinet Resolution No. (109) of 2023 Regulating the Real Beneficiary Procedures — UAE Legislation portal (official English translation; read via Internet Archive copy as the portal blocks automated access) · accessed 9 October 2026
2. 2.Cabinet Resolution No. (132) of 2023 on administrative penalties for violations of Resolution 109 — UAE Legislation portal (official English translation; Internet Archive copy) · accessed 9 October 2026
3. 3.Ministry of Economy reviews cabinet resolution on the organization of real beneficiary procedures — UAE Ministry of Economy · accessed 9 October 2026
4. 4.Ultimate Beneficial Owner (UBO) — Ajman Free Zone Authority · accessed 9 October 2026
5. 5.UBO declaration — Sharjah Airport International Free Zone Authority · accessed 9 October 2026
6. 6.Legal and regulation — Masdar City Free Zone — Masdar City Free Zone · accessed 9 October 2026
7. 7.Understanding the ultimate beneficial owner in UAE businesses: Cabinet Decisions 109/2023 and 132/2023 — Mondaq · accessed 9 October 2026