All UAE companies are now required to disclose ultimate beneficial ownership ("UBO") information
Cabinet Resolution No. 58/2020 on the Regulation of Procedures Related to Real Beneficiaries (the "Resolution") was published on the 27th of August 2020 and imposes new disclosure and record keeping requirements on companies registered and licensed in the UAE, pertaining to their real beneficiaries.
The resolution aims to enhance transparency in the UAE’s business environment by imposing minimum corporate data disclosure and maintenance requirements on all companies licensed or registered in the UAE. It excludes companies established in the UAE’s financial free zones (e.g. ADGM and DIFC) and companies wholly owned by the federal or local government.
Under the resolution, companies are required to:
- disclose and maintain:
a. a real beneficiary register; and
b. a register of partners/shareholders; and
- appoint and disclose the details of a physical person residing in the UAE who is authorised to disclose the company’s data and information required under the resolution (“Authorised Agent”).
Real Beneficiary Register and Register of Partners/Shareholders (the “Registers”)
An analysis of a company’s corporate structure, management and control is required to identify and disclose “real beneficiaries”. A “real beneficiary” is defined broadly as an individual who owns or ultimately controls a company through the direct or indirect ownership of 25% or more of a company's shares or voting rights. If an individual is not identified as having controlling ownership, then the real beneficiary will be the individual who exercises control over the company through other means. If a company is unable to identify an individual exercising such control, the real beneficiary will be the individual who acts as senior manager of the company.
The real beneficiary register is required to contain the following particulars in relation to each beneficiary:
- name, nationality, date and place of birth
- Emirates ID or passport details
- the basis for, and the date upon which, the individual became a real beneficiary; and
- if applicable, the date upon which the individual ceases to be a real beneficiary.
While the concept of a register of partners/shareholders is not new in the UAE and can be found under the UAE’s Commercial Companies Law 2015, the resolution contains details of further information to be kept in the register in relation to each shareholder. It also requires details of any:
- manager or director acting under the directives, instructions or will of another (“Nominee Manager”); and
- any trustee having the rights and powers in respect of the company arising from the document establishing a trust (“Trustee”),
to be maintained in the register of partners/shareholders.
The registers are required to be updated within 15 days of the company becoming aware of any change to the details contained in such registers.
The resolution provides that all data contained in the registers or otherwise shared with the relevant authorities will be kept confidential.
The purpose of an Authorised Agent appears to be to act as a primary contact for the company in the UAE, both for the submission of information and for the receipt of notification by and from a relevant licensing authority. Through inquiries, we understand that the Authorised Agent will not be named on the trade licence of the company. Instead, the authority of an Authorised Agent can be limited to disclosing all data and information required by the resolution.
What can you do?
While the Resolution imposes a deadline of 27 October 2020 for existing companies to submit the details contained in the registers, there is as yet no practical mechanism for submission and compliance and there is uncertainty as to who will be the relevant authority for submission purposes.
In anticipation of further practical guidance being issued, we recommend that companies:
- collect and collate the relevant data in relation to their shareholders, nominee managers or trustees
- analyse their corporate structure, identify and obtain the necessary information concerning their real beneficiaries; and
- appoint an individual resident in the UAE to act as authorised agent for the purposes of submitting and maintaining the data contained in the registers.
How can PRO Partner Group help?
PRO Partner Group will continue to closely monitor the announcements from the Ministry of Economy and relevant licensing authorities such as the Department of Economic Development (DED) in each emirate and we will provide clients with continuing guidance on compliance with the resolution.
We can assist companies to identify and compile the information required to be disclosed in the registers and once the practical mechanism for submission and compliance is clear, we can assist companies fully in undertaking the submissions with the relevant authority.
PRO Partner Group can also be appointed to act as an Authorised Agent for the company and the primary contact for the company in the UAE both for the submission of information and for the receipt of notification by and from a relevant licensing authority.
For further guidance in relation to the Resolution, please contact your PRO Partner Group relationship manager if you are an existing client.
If you are not a PRO Partner Group client and if you need assistance and guidance in relation to the resolution or any other related company set up, restructuring, local partner or PRO support matter, then please do get in touch with us on +971 (0)4 456 1761 for Dubai or +971 (0)2 448 5120 for Abu Dhabi, complete the contact form below, or email us at email@example.com. We will be delighted to assist you.