Ultimate Beneficial Owner (UBO) Declaration in the UAE: 2026 Guide
The Ultimate Beneficial Owner, commonly referred to as the UBO, is the natural person who ultimately owns or controls a company, even where that ownership or control is exercised indirectly through other companies, shareholders or legal arrangements.
In the UAE, companies subject to the beneficial ownership framework must identify their UBOs, maintain the required registers and provide beneficial ownership information to the relevant licensing or registration authority.
The current framework is principally governed by Cabinet Decision No. 109 of 2023 on the Regulation of Beneficial Owner Procedures. It forms part of the UAE's broader corporate transparency and anti-money laundering framework.
The rules apply broadly to companies established in the UAE mainland and non-financial free zones. Specific exemptions apply, including certain government-owned entities and companies incorporated in the UAE's financial free zones, such as DIFC and ADGM, which operate under their own beneficial ownership regimes.
Understanding who qualifies as the UBO is important because the legal owner appearing on a trade licence or shareholder register is not always the individual regarded as the ultimate beneficial owner.
This guide explains who qualifies as a UBO in the UAE, which companies must make a declaration, the 25% ownership and control test, information that must be maintained, reporting obligations, changes to UBO information and the consequences of non-compliance.
What Is an Ultimate Beneficial Owner in the UAE?
An Ultimate Beneficial Owner is the natural person who ultimately owns or controls a legal entity, whether directly or indirectly.
Under the UAE beneficial ownership rules, a person may generally be identified as the UBO where that person ultimately:
Owns or controls 25% or more of the shares in the legal entity
Controls 25% or more of the voting rights
Has the right to appoint or dismiss the majority of the company's directors or managers
Exercises ultimate control over the company through other means
Ownership and control must be traced through the full ownership structure. This means that where shares are held through one or more companies, the analysis should continue until the relevant natural person or persons are identified.
If no natural person can be identified through ownership after reasonable measures have been taken, the rules require the company to consider who exercises control through other means.
Where no individual can ultimately be identified through either ownership or control, the natural person holding the position of senior management may be treated as the beneficial owner for the purposes of the framework.
A company may therefore have more than one UBO where several individuals independently or jointly meet the relevant ownership or control criteria.
Which Companies Must Make a UBO Declaration in the UAE?
The UAE beneficial ownership framework applies broadly to legal persons licensed or registered in the country, including companies established in commercial free zones.
This means that UBO obligations can apply to:
Mainland companies
Commercial free zone companies
Other UAE legal persons that fall within the scope of Cabinet Decision No. 109 of 2023
Companies within scope must identify their beneficial owners, maintain the required records and provide the relevant information to their licensing or registration authority.
The obligation is not limited to newly incorporated businesses. Existing companies must also ensure that their UBO information remains accurate and up to date.
The company must submit the required beneficial owner and shareholder or partner information to the relevant Registrar within the applicable timeframe and must report subsequent changes when they occur.
The precise filing procedure can differ between licensing authorities, so businesses should follow the process prescribed by the authority responsible for their licence or registration.
Cabinet Decision No. 109 of 2023 expressly applies to licensed or registered legal persons in the UAE, including commercial free zones.
Which Entities Are Exempt from the UAE UBO Rules?
Cabinet Decision No. 109 of 2023 provides specific exemptions from its scope.
The principal exemptions are:
Companies wholly owned by the UAE Federal Government or a Local Government
Companies wholly owned by those government-owned companies
Entities established in Financial Free Zones
A Governmental Partner, as defined under the Decision
Financial Free Zones include jurisdictions such as the Dubai International Financial Centre, DIFC, and Abu Dhabi Global Market, ADGM. These jurisdictions operate their own beneficial ownership frameworks rather than following Cabinet Decision No. 109 of 2023.
There is also an important distinction for companies owned by listed companies.
A UAE legal person owned by a company listed on a regulated market that is subject to sufficient beneficial ownership disclosure requirements, or a majority-owned subsidiary of that listed company, is exempt from the specific obligation to obtain and maintain beneficial owner data under Article 6(1).
This should not automatically be treated as a complete exemption from every provision of the Decision. Companies with listed-company ownership should therefore confirm the precise obligations that remain applicable to their structure.
The statutory exemptions are set out in Article 3, while Article 6 contains the specific listed-company transparency exemption.
How Does the 25% UBO Test Work in Complex Ownership Structures?
UBO identification is based on ultimate ownership and control, not simply on the name shown as the immediate shareholder.
A natural person generally meets the ownership test where they ultimately own or control 25% or more of the company's capital or voting rights, directly or indirectly.
For example, if an individual owns 50% of Company A and Company A owns 60% of Company B, the individual's indirect economic ownership in Company B is 30%.
The ownership chain therefore needs to be traced through intermediate companies until the relevant natural persons are identified.
The analysis should also consider:
Direct shareholding
Indirect shareholding through one or more companies
Voting rights
Joint ownership or control
Agreements or arrangements that provide effective control
The right to appoint or dismiss the majority of directors
Other means through which a person exercises ultimate control
Where several individuals jointly participate in owning or controlling the relevant percentage, the rules can require all of them to be treated as owners or controllers of that interest.
If no natural person can be identified through the ownership test, the company must move to the control test and determine whether an individual exercises ultimate control through other means.
Only where no natural person can be identified through the applicable ownership or control tests does the senior-management fallback apply.
What Is the UBO Register in the UAE?
Companies subject to the UAE beneficial ownership rules must create and maintain a Beneficial Owner Register, commonly referred to as the UBO Register.
The register is an internal corporate record containing information about every natural person identified as an Ultimate Beneficial Owner of the company.
Under Cabinet Decision No. 109 of 2023, a legal person must establish the register and ensure that the information remains accurate and up to date.
The UBO Register is separate from the company's Register of Partners or Shareholders. A company may therefore need to maintain information relating to:
Its Ultimate Beneficial Owners
Its direct partners or shareholders
Nominee directors or managers, where applicable
The ownership and control structure through which the UBO has been identified
This distinction is important because the company's registered shareholder is not necessarily its Ultimate Beneficial Owner.
For example, where a corporate shareholder owns the UAE company, the shareholder register may identify that corporate entity, while the UBO analysis must continue through the ownership chain until the relevant natural person or persons are identified.
Companies should maintain these records as part of their ongoing corporate compliance documentation rather than treating the UBO declaration as a one-time filing.
Article 8 of Cabinet Decision No. 109 of 2023 requires legal persons to maintain a Beneficial Owner Register and update it when changes occur.
What Information Must Be Included in the UBO Register?
For each person identified as an Ultimate Beneficial Owner, the company must maintain prescribed identification and ownership information.
The Beneficial Owner Register should include:
Full name
Nationality
Date of birth
Place of birth
Residential address or address for receiving official notifications
Passport or identity card number
Country of issue of the identification document
Date of issue
Expiry date
The basis on which the individual became the Beneficial Owner
The date on which the individual acquired UBO status
Where applicable, the date on which the individual ceased to be a Beneficial Owner
Companies should retain supporting identification and corporate documents that allow the ownership or control position to be substantiated.
Where ownership is indirect, it is good practice to maintain documentation showing the ownership chain, such as corporate registers, incorporation documents or shareholder information for intermediary entities.
The purpose is not simply to record a name. The company should be able to demonstrate why that individual qualifies as the Ultimate Beneficial Owner.
Article 8 specifies the personal identification information and the basis and dates of beneficial ownership that must be recorded.
What Are the Deadlines for UBO Declaration in the UAE?
UBO compliance involves both an initial disclosure obligation and an ongoing obligation to update the information.
For a newly licensed or registered legal person, the Beneficial Owner Register and Register of Partners or Shareholders information must generally be submitted to the relevant Registrar within 60 days from the date of licensing or registration.
The company must also keep its internal Beneficial Owner Register current. Where it becomes aware of a change in beneficial ownership information, the register must be updated within 15 days. In addition, amendments or changes to information covered by the Decision must be submitted to the Registrar within 15 days from the date of the amendment or change.
Changes that may trigger an update include:
A transfer of shares
A change in the percentage of ownership
A change in voting rights or control
A new individual becoming a UBO
An existing UBO ceasing to qualify
Changes to a UBO's identification details
Changes within an intermediate corporate ownership structure
The company must also provide the Registrar with the details of a natural person residing in the UAE who is authorised to provide the required UBO information, together with that person's address, contact details and identification document.
Because licensing authorities may operate different electronic filing procedures, companies should check the process used by their specific mainland or free zone authority rather than assuming that filing is identical across the UAE.
How Do You File a UBO Declaration in the UAE?
The UBO declaration is submitted to the authority responsible for licensing or registering the company.
There is no single filing interface used by every UAE company. The procedure depends on whether the business is licensed by a mainland economic department or a commercial free zone authority.
The general process is:
Identify the Ultimate Beneficial Owner or Owners
Review the direct and indirect ownership and control structure until the relevant natural persons have been identified.
Prepare the Beneficial Owner information
Gather the prescribed personal details and identification documents for each UBO.
Prepare the shareholder or partner information
The company must also maintain and provide the required information relating to its direct partners or shareholders.
Prepare the ownership structure
Where corporate shareholders or several layers of ownership exist, supporting documents should demonstrate how the ownership chain ultimately leads to the identified natural persons.
Submit the information to the relevant Registrar
The declaration is filed through the procedure established by the company's licensing or registration authority.
Provide details of the UAE-resident contact person
The company must identify a natural person residing in the UAE who is authorised to provide the required information to the Registrar.
Respond to additional information requests
If the Registrar requests further UBO information, the company must provide it within 14 days from the date of the request.
The company should retain its underlying UBO records even after the declaration has been submitted because filing the declaration does not remove the continuing obligation to maintain accurate and updated beneficial ownership information.
Cabinet Decision No. 109 of 2023 requires a legal person to submit its Beneficial Owner Register and Register of Partners or Shareholders to the Registrar and to provide additional information requested by the Registrar within 14 days.
What Documents Are Typically Required for a UBO Declaration?
The exact documents requested can differ between licensing authorities and according to the company's ownership structure.
Typically, a company should be prepared to provide:
A copy of the company's valid trade licence
Incorporation or registration details
Memorandum or Articles of Association, where relevant
Shareholder or partner information
Passport or identity document for each Ultimate Beneficial Owner
Nationality, date of birth and residential address of each UBO
Information showing the percentage and nature of ownership or control
Corporate documents for any intermediary corporate shareholders
An ownership structure chart where the ownership chain contains several entities
Details of directors or managers where relevant
Details and identification of the UAE-resident person authorised to provide information to the Registrar
Where one of the shareholders is another company, simply providing the corporate shareholder's licence or certificate of incorporation may not be sufficient.
The ownership chain generally needs to be traced through the intermediary entities until the relevant natural person or persons exercising ultimate ownership or control are identified.
The exact documentary format can vary significantly between licensing authorities. Businesses should therefore check the requirements of their specific Registrar before submitting the declaration.
The current framework requires legal persons to maintain adequate, accurate and up-to-date beneficial ownership data, while the statutory UBO Register includes identity-document details and the basis upon which the individual became the Beneficial Owner.
What Happens to the UBO Declaration When Ownership Changes?
UBO compliance does not end after the initial declaration. A company must continually assess whether changes to its ownership or control structure affect the identity of its Ultimate Beneficial Owners.
Changes that may require a review include:
The transfer or sale of shares
The issue of new shares
Changes to voting rights
Changes in indirect ownership through a parent company
A restructuring involving corporate shareholders
A person crossing above or below the 25% ownership or control threshold
Changes in the right to appoint or dismiss directors or managers
A change in the person exercising ultimate control
A current UBO ceasing to qualify
A new individual becoming a UBO
Under the current rules, the company's Beneficial Owner Register must be updated within 15 days from the date the company becomes aware of the change. Changes to information covered by the beneficial ownership framework must also be submitted to the relevant Registrar within 15 days from the date of the amendment or change.
There is also an important requirement when ownership itself is being transferred. A company may not register or give effect to a document relating to a change in ownership unless the transferee or their representative provides a statement confirming whether the transfer will change the company's Ultimate Beneficial Owner, together with the nature of the change and the details of any new UBO. For this reason, UBO review should form part of the company's share-transfer and corporate restructuring process rather than being dealt with only after the transaction has been completed.
What Are the UBO Rules for Nominee Directors and Managers?
The UAE beneficial ownership framework also regulates individuals who formally hold a management or board position while acting according to the directions, instructions or wishes of another person.
Cabinet Decision No. 109 of 2023 refers to such a person as a Nominee Management Member. A manager or board member acting in this capacity must inform the company that they are acting as a nominee and provide the required information within 15 days from acquiring that status.
The nominee must also:
Notify the company of changes to the relevant information within 15 days
Notify the company within 15 days if they cease to act as a nominee
Provide the information necessary for the company to maintain its statutory registers
The company must record the relevant nominee information and provide the required data to its Registrar.
A nominee director or manager should not automatically be treated as the company's Ultimate Beneficial Owner simply because they occupy a formal position. The UBO determination must still be made according to the ownership and control tests.
However, nominee arrangements are specifically captured by the disclosure framework because they can separate the person formally appearing in a corporate position from the individual exercising the underlying influence or control.
Is UBO Information Public in the UAE?
UBO information is not generally treated as public information. Under Cabinet Decision No. 109 of 2023, the Ministry and the relevant Registrar are prohibited from making the information contained in the Beneficial Owner Register or the Register of Partners or Shareholders available to other persons unless the required written approval has been obtained.
However, this confidentiality is subject to important statutory exceptions. UBO information can be disclosed where required under the Decision itself or under applicable UAE laws and international agreements, particularly in connection with:
Anti-money laundering investigations and supervision
Combating terrorism financing
Combating the financing of illegal organisations
Exchange of information for tax purposes
Requests from competent UAE authorities
Permitted international cooperation and information exchange
The Registrar also has obligations to provide beneficial ownership information to relevant authorities when legally requested. Companies should therefore distinguish between confidential information and information that authorities cannot access. UBO data is protected from general public disclosure, but it remains accessible to competent authorities where the law requires it.
What Are the Penalties for Failure to Comply with UAE UBO Rules?
Failure to comply with UAE beneficial ownership requirements can result in administrative penalties under Cabinet Decision No. 132 of 2023. The penalty depends on the type of violation and whether it is a first, second or repeated offence. Examples include:
Failure to properly register beneficial ownership details: written warning for a first violation, followed by fines of AED 20,000 and AED 40,000 for subsequent violations
Failure to establish and maintain the Beneficial Owner Register: written warning initially, followed by fines of AED 50,000 and AED 100,000
Failure to update the Beneficial Owner Register: written warning initially, followed by fines of AED 15,000 and AED 30,000
Failure to provide required nominee director or manager information: written warning initially, followed by fines of AED 40,000 and AED 80,000
Failure to disclose ownership layers in a complex structure: written warning initially, followed by fines of AED 50,000 and AED 100,000
The penalty regime covers numerous other breaches, including failure to maintain shareholder information, failure to provide information requested by the Registrar and failure to identify the required UAE-resident contact person.
For a third violation, the Registrar may also suspend the company's commercial licence and close the business premises until the applicable fine has been paid and the violation has been corrected.
UBO compliance should therefore be treated as an ongoing corporate obligation rather than an administrative formality completed only at incorporation or licence renewal.
Common UBO Declaration Mistakes in the UAE
UBO compliance is not simply a matter of entering the name of a shareholder into a form. The company must correctly identify the natural person or persons who ultimately own or control the business and keep that information accurate over time.
Common mistakes include:
Assuming the Direct Shareholder Is Automatically the UBO
Where a company is owned by another corporate entity, the analysis should continue through the ownership chain until the relevant natural person or persons are identified.
Looking Only at Share Ownership
The UBO test also considers voting rights, the ability to appoint or dismiss the majority of directors or managers, and control exercised through other means.
A person may therefore qualify as a UBO even where their direct shareholding does not appear to meet the 25% threshold.
Ignoring Indirect Ownership
Ownership through holding companies or several layers of corporate entities must be considered when determining ultimate ownership and control.
Assuming There Can Be Only One UBO
A company may have more than one Ultimate Beneficial Owner where multiple individuals satisfy the applicable ownership or control tests.
Using the Senior Manager Test Too Early
Senior management is a fallback test. It should generally be used only after reasonable measures have failed to identify a natural person through the ownership and control tests.
Failing to Update the UBO Register
UBO compliance is ongoing. Changes to ownership, control or relevant UBO information must be reviewed and reflected within the applicable statutory deadlines.
Forgetting About Indirect Changes
A change occurring higher in an international or UAE corporate ownership chain can change the UBO of the UAE company even if the UAE company's immediate shareholder remains unchanged.
Treating the Declaration as a Licence-Renewal Formality
The company must maintain accurate beneficial ownership records throughout its existence. It should not wait until licence renewal to review whether the information has changed.
Failing to Keep Supporting Documentation
Companies should be able to demonstrate how they determined their UBOs, particularly where the ownership structure contains several corporate layers.
A documented ownership chart and appropriate corporate records can make the determination easier to substantiate if the Registrar requests further information. Cabinet Decision No. 109 of 2023 requires legal persons to maintain adequate, accurate and up-to-date beneficial ownership information and provides the hierarchy for identifying the beneficial owner through ownership, control and, ultimately, senior management.
Frequently Asked Questions About UBO Declaration in the UAE
What does UBO mean?
UBO stands for Ultimate Beneficial Owner. It refers to the natural person who ultimately owns or exercises control over a legal person, whether directly or through an ownership or control chain.
What percentage makes someone a UBO in the UAE?
A person will generally meet the principal ownership test where they ultimately own or control 25% or more of the company's capital or voting rights, whether directly or indirectly. Other forms of control must also be considered.
Can a company have more than one UBO?
Yes. If several natural persons independently or jointly satisfy the applicable ownership or control criteria, more than one person may need to be identified as a UBO.
What happens if nobody owns 25% of the company?
The company must consider whether a natural person exercises ultimate control through other means, including control over appointments or management. If no natural person can be identified after applying the ownership and control tests, the senior-management fallback may apply.
Do mainland companies need to comply with UBO requirements?
Companies licensed or registered in the UAE generally fall within the beneficial ownership framework unless a statutory exemption applies.
Do free zone companies need to file a UBO declaration?
Commercial free zone companies generally fall within the scope of Cabinet Decision No. 109 of 2023. Entities established in Financial Free Zones, including DIFC and ADGM, are excluded from this particular Decision and are subject to their respective beneficial ownership regimes.
Is UBO information publicly available?
Generally, no. The UBO registers maintained under the framework are subject to confidentiality requirements, although the information can be made available to competent authorities where permitted or required by law.
How quickly must a new company provide its UBO information?
A newly licensed or registered legal person must generally submit its Beneficial Owner Register and Register of Partners or Shareholders to the relevant Registrar within 60 days of licensing or registration.
What happens when UBO information changes?
The company's records must be updated and the change reported to the relevant Registrar within the applicable timeframe. Under Cabinet Decision No. 109 of 2023, key changes are generally subject to a 15-day update requirement.
Are there penalties for failing to comply?
Yes. Cabinet Decision No. 132 of 2023 establishes administrative penalties for breaches of the beneficial ownership requirements, with sanctions escalating for repeated violations.
Is the UBO always the person named on the trade licence?
No. The person appearing as a shareholder, partner, manager or director is not necessarily the Ultimate Beneficial Owner. The company must determine who ultimately owns or controls the entity under the applicable tests.
How NUR Advisors Group Can Help with UBO Compliance
Determining and maintaining Ultimate Beneficial Owner information can be straightforward for a company with a simple ownership structure, but it becomes more complex where corporate shareholders, holding companies, nominee arrangements or several ownership layers are involved.
NUR Advisors Group can assist UAE businesses with the practical corporate administration associated with UBO compliance.
Our support can include:
Reviewing the company's ownership structure
Assisting with the identification and organisation of UBO information
Preparing ownership structure charts
Coordinating the collection of shareholder and corporate documents
Assisting with UBO declaration submissions to the relevant licensing authority
Supporting updates following changes in ownership or control
Maintaining corporate compliance records
Coordinating documentation for corporate share transfers and restructuring
Supporting mainland and commercial free zone companies with authority-specific procedures
Liaising with relevant authorities and professional advisers where additional legal or technical input is required
UBO obligations should be reviewed whenever there is a material change to the company's ownership or control structure, rather than only during incorporation or licence renewal.
NUR Advisors Group can help businesses keep their corporate records organised and coordinate the administrative steps required to maintain accurate beneficial ownership information.
The Ministry of Economy & Tourism continues to list Cabinet Decisions No. 109 and 132 of 2023 as the governing beneficial ownership procedure and administrative penalty instruments.
Need Assistance with UBO Compliance in the UAE?
Ultimate Beneficial Owner requirements form part of the UAE’s wider corporate compliance framework and should be reviewed whenever there is a change in ownership, control or company structure.
NUR Advisors Group can assist with UBO declarations, ownership structure reviews, corporate documentation and coordination with the relevant mainland or free zone authority.
Contact our team to discuss your company’s requirements and ensure your beneficial ownership records remain accurate and up to date.
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