Ultimate beneficial owner: what it means for UAE businesses.
What ultimate beneficial owner means for a UAE business: how it works, a worked example in AED, common mistakes and the rules behind it.
The individual who owns or controls 25% or more of a UAE company, directly or through other entities. Companies must record and file UBO data.
What ultimate beneficial owner means
Also called: UBO, Beneficial Owner, Real Beneficiary.
An ultimate beneficial owner (UBO), called the Beneficial Owner or Real Beneficiary in UAE legislation, is the natural person who ultimately owns or controls a legal person. Cabinet Decision No. 109 of 2023 sets the test: owning 25% or more of the capital or voting rights, directly or through a chain of companies, or controlling the company by other means, such as the right to appoint or remove most of its directors. If no one passes that test, the person who controls it by other means counts, and failing that, the senior manager.
Mainland companies and companies in commercial free zones must keep a Beneficial Owner Register and a Register of Partners or Shareholders, give both to the registrar within 60 days of licensing, and record changes within 15 days. Financial free zones and wholly government owned companies are outside the decision.
For an SME, the UBO file is a routine document that banks, auditors and accountants ask for under anti-money laundering rules. Getting it wrong is costly: Cabinet Decision No. 132 of 2023 sets fines of up to AED 100,000 and allows the registrar to suspend the trade licence for a third violation.
How it works
- Trace ownership through every layer: a 60% stake in a parent that owns 50% of the company is an indirect 30% holding.
- Record each UBO's full name, nationality, date and place of birth, address, passport or ID details, and the basis and date on which they became a UBO (Article 8).
- Name a natural person resident in the UAE who is authorised to give the registrar the required data (Article 11, Clause 4).
- Nominee directors must tell the company of their status within 15 days, and the company must answer registrar requests within 14 days (Articles 9 and 11).
- Cabinet Resolution No. 134 of 2025 also requires companies to update beneficial owner information within 15 working days of a change and to keep the records for at least five years after dissolution.
- Bearer shares are not allowed.
Worked example
A Dubai LLC has capital of AED 1,000,000. A holding company owns 50% and Mr C owns the other 50% directly. The holding company is owned 60% by Ms A and 40% by Mr B.
| Capital of the Dubai LLC | AED 1,000,000 |
| Held by the holding company (50%) | AED 500,000 |
| Ms A indirect interest (60% of 50% = 30%) | AED 300,000 |
| Mr B indirect interest (40% of 50% = 20%) | AED 200,000 |
| Mr C direct interest (50%) | AED 500,000 |
Ms A and Mr C are UBOs at 30% and 50%. Mr B, at 20%, is not, unless he controls the company in another way.
Common mistakes
- Listing only the corporate shareholder and not the people behind it.
- Forgetting to update the register after a share transfer. A transfer is not registered without a statement on whether the UBO changes (Article 8, Clause 5).
- Treating the UBO filing as a one time setup task. A first failure to keep the register brings a written notice; a second brings AED 50,000 and a third AED 100,000.
The law
- Cabinet Decision No. 109 of 2023 on Regulating the Beneficial Owner Procedures, Articles 3, 5, 8, 9, 11 and 16
- Cabinet Decision No. 132 of 2023 on Administrative Penalties for Violations of Cabinet Decision No. 109 of 2023, Article 3 and annexed table
- Cabinet Resolution No. 134 of 2025 on the Executive Regulations of Federal Decree-Law No. 10 of 2025, Articles 38 and 40
Frequently asked questions
What if no one owns 25% or more?
Then the natural person who controls the company by other means is the UBO. If no such person can be identified, the person holding the senior management position is recorded instead.
Is the UBO register public?
No. Article 16 of Cabinet Decision No. 109 of 2023 bars the Ministry and the registrar from disclosing it without the beneficial owner's written approval, except under the disclosure duties in the decision and for anti-money laundering and tax information exchange.
Related terms
Memorandum of Association · Anti-money laundering rules for DNFBPs · Limited liability company · Connected person · Related party. See every term in the UAE tax glossary.
For the full picture, read our guide: The Ultimate Beneficial Owner Register in the UAE: What Your Company Must Keep.
Need help with accounting and compliance? See our accounting and compliance service.
Want this handled for you?
We keep UAE SMEs compliant every month, from bookkeeping to accounting and compliance. Tell us about your business and we will reply the same day.