UAE companies must keep a register of their ultimate beneficial owners and file it with their licensing authority. A beneficial owner is a natural person who owns or controls at least 25% of the capital or voting rights, or otherwise controls the company. Changes must be updated within the time the rules allow.
Who is an ultimate beneficial owner?
A natural person who ultimately owns or controls 25% or more of the capital or voting rights, directly or through other entities, under Cabinet Decision No. 109 of 2023 (Jebel Ali Free Zone Authority). Where no one meets the test, the person with control by other means, and failing that the senior manager, is recorded.
What registers must a company keep?
A register of beneficial owners, a register of partners or shareholders, and nominee details where a director or shareholder acts for someone else. The data goes to the licensing authority, which shares it with regulators.
“Holds an interest of a minimum of 25% capital of the legal entity.”
Why do banks care?
Because they verify the same people. A UBO filing that does not match the bank's due diligence delays account opening and can freeze accounts. Keep the UBO register, the shareholder register and the bank's records consistent.
What triggers an update?
Any share transfer, new investor, change of control or change in a beneficial owner's details. Missing an update is a common inspection finding, and it also affects AML checks by auditors and banks.
Three ownership structures, worked through
- Direct. Two partners hold 60% and 40%. Both are beneficial owners.
- Through a holding company. Ahmed owns 50% of a holding company that owns 60% of the UAE company. His indirect share is 30%, so he is a beneficial owner.
- Many small shareholders. Five investors hold 20% each and none controls the board. No one passes 25%, so the person with control by other means, or failing that the senior manager, is recorded (JAFZA UBO guidance).
Keeping the register right
Review it at every share transfer, new investment round, change of directors or nominee arrangement. Keep the supporting documents with it: passports, the ownership chart and any nominee agreements. Banks and auditors will ask for the same evidence, because auditing firms are themselves designated businesses with their own customer checks (Ministry of Economy and Tourism).
Frequently asked questions
Does a 20% shareholder count?
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Not by ownership alone, but they do if they control the company another way.
Do free zone companies file UBO data?
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Yes, with their free zone authority.
Are listed companies covered?
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Listed companies and some government entities are excluded.
Is a nominee shareholder the beneficial owner?
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No. The person for whom the nominee acts is recorded, together with the nominee details.
Sources
- Ultimate Beneficial Owners and Intermediate Beneficial Owners (Cabinet Decision No. 109 of 2023) — Jebel Ali Free Zone Authority (Jafza). Checked 16 October 2026.
- Does your company fall under the DNFBP? (goAML registration) — UAE Ministry of Economy and Tourism. Checked 17 October 2026.