Anyone registering a company in the UAE, especially through a parent company in another country, should know that the UAE records the identity of every company's "Real Beneficiary". The rule is part of the anti-money laundering framework, and ignoring it can lead to fines and even suspension of the trade licence. This article is based on the official text of two Cabinet resolutions on the UAE Government's legislation website, checked on 24 October 2026.
Legal basis
| Topic | Resolution No. 109 of 2023 | Resolution No. 132 of 2023 |
|---|---|---|
| Title | Regulating the real beneficiary procedures | Administrative penalties for violations of Resolution 109 |
| Issued | 6 November 2023 | 15 December 2023 |
| In force | 16 November 2023 | 30 December 2023 |
| Replaces | Resolution No. 58 of 2020 | Resolution No. 53 of 2021 |
Who is covered?
Resolution 109 applies to the "Registrar" and to every legal person licensed or registered in the UAE. Three groups are excluded: companies wholly owned by the federal or a local government (and companies wholly owned by them), financial free zones, and the "government partner". Resolution 132 says its penalties also cover non-financial free zones.
Who is the real beneficiary?
Article 5 of Resolution 109 sets this order:
| Step | Rule |
|---|---|
| 1 | An individual who directly or indirectly holds 25% or more of the capital or voting rights, or has control by other means, such as the right to appoint or remove the majority of the board |
| 2 | The chain of ownership is traced through any number of legal persons or arrangements |
| 3 | If several people together own or control a percentage, they are all treated as owners and controllers of that percentage |
| 4 | If no such person is found after all means are exhausted, or there is doubt, the individual who controls the company by other means is the real beneficiary |
| 5 | If still no one is identified, the individual holding the senior management position is treated as the real beneficiary |
Two registers and the deadlines
| Obligation | Deadline |
|---|---|
| Creating the real beneficiary register | 60 days from the resolution taking effect or from the legal person coming into existence |
| Recording any change in the real beneficiary register | 15 days from becoming aware of it |
| Recording a change in the partners or shareholders register | 15 days from becoming aware of it |
| Giving both registers' data to the Registrar | 60 days from the resolution taking effect or from licensing and registration |
| Answering the Registrar's request for additional data | 14 days from the request |
| Notifying the Registrar of a change in data | 15 days from the change |
| Disclosing issued shares and the identity of shareholders and board members | 15 days |
| Handing the registers to the Registrar on dissolution, by the liquidator | 30 days |
| Keeping the records after dissolution, by the liquidator | At least 5 years |
Each real beneficiary's data in the register: full name, nationality, date and place of birth; place of residence or address for notices; passport or ID number with the issuing country and the dates of issue and expiry; the basis on which and the date from which the person became real beneficiary; and the date this status ended.
Some further rules:
- every legal person must give the Registrar the name of an individual resident in the UAE who is authorised to disclose the required data;
- no legal person licensed in the UAE may issue "bearer shares";
- a board member acting on another person's instructions (a nominee) must tell the company of this status, and of any change, within 15 days;
- a transfer of ownership is not registered unless the transferee states whether the real beneficiary changes and gives the new real beneficiary's data;
- a company that is a majority-owned subsidiary of a company listed on a regulated market with adequate disclosure requirements is exempt from clause 1 of Article 6.
Confidentiality
The Ministry of Economy and the Registrar may not make the data of these two registers available to anyone without the written consent of the real beneficiary or nominee member. The exceptions are the disclosure obligations of this resolution and international laws and agreements, especially on combating money laundering and terrorist financing and on exchanging tax information.
Penalties and appeal
Resolution 132 of 2023 sets out the violations and fines in an attached table. The amounts are in a separate attached table and we have not given them in this article; ask the Registrar for the current amount. Two points are clear in the text of the resolution itself:
- for a third violation, besides the fine, the Registrar may suspend the trade licence and close the business premises until the fine is paid and the violation is corrected;
- in calculating the penalty, part of a day counts as a full day and part of a month as a full month.
Any interested person may appeal to the Registrar's appeal committee within 30 days of being notified of the penalty and ask for its enforcement to be suspended; the committee decides on the suspension request within 45 working days.
Three examples
These examples are hypothetical and only show the logic of the rule.
| Situation | Real beneficiary |
|---|---|
| One person owns 100% of a company in another country, and that company owns 30% of a company in Dubai | That person, through 30% indirect ownership |
| Two people jointly own one 26% block of shares, and the other shareholders each hold under 10% | Both of them, since they share ownership of that 26% |
| Ownership is spread among ten people, each under 25%, and no one has control by other means | The company's senior manager |
Practical points
- When registering the company, prepare the full ownership chart up to the individuals; the chain is traced however long it is.
- The 15-day deadline for each change is short; align any sale or transfer of shares with the duty to report it before signing.
- Passport data is recorded with its expiry date; update the register after renewing a passport.
- Banks also ask for the real beneficiary when opening a company account; the answers must match the company's register.
Royal Golden does not give legal advice. This article is general information and not legal advice.
Sources
- UAE Government legislation website, Cabinet Resolution No. 109 of 2023 regulating the real beneficiary procedures — https://uaelegislation.gov.ae/en/legislations/2176 (checked on 24 October 2026)
- UAE Government legislation website, Cabinet Resolution No. 132 of 2023 on administrative penalties for violations of Resolution 109 — https://uaelegislation.gov.ae/en/legislations/2314 (checked on 24 October 2026)