New UAE Cabinet Decision No 58/2020 on the Regulation of the Procedures of Ultimate Beneficiary Owners (UBO)
Ultimate Beneficial Owner
Countering fraud, money laundering and terrorist financing have become top priorities for regulators in recent years. Fraudulent parties use off-shore accounts to mask their activity and investigators regularly trace suspicious transactions to fictional addresses, PO boxes or the private homes of unsuspecting residents.
A UBO or Ultimate Beneficial Owner is the person or entity that is the ultimate beneficiary when an institution initiates a transaction. A UBO of a legal entity is a person who:
- Holds an interest of minimum 25% capital of the legal entity
- Has minimum 25% voting rights at the general meeting of shareholders
- Receives minimum 25% of said legal entity’s capital as beneficiary
Cabinet Decision No 58/2020 on the Regulation of the Procedures on Ultimate
UAE Cabinet Decision No. 58 / 2020 is to be implemented to regulate the minimum obligations of the corporate entities incorporated in the UAE mainland and in the non-financial free zones (each an “Entity”) by requiring disclosure at the initial incorporation/registration stage, and maintenance thereafter, of a “Register of Real Beneficiaries” and “Register of Partners or Shareholders” (the “Registers”).
The Registers will be required to be filed (and updated to reflect changes as and when necessary) with the relevant registrar and licensing authorities responsible for supervising the register of commercial trade names registered in the UAE (the “Registrant”).
The filing deadline of the Registers is sixty (60) days from the date of publication of the Decision i.e. 27 October 2020 or at the time of incorporation/registration of a new Entity. Any changes to the information contained therein must be updated within fifteen (15) days.
For the purposes of the Registers of Real Beneficiaries a Real Beneficiary shall be:
- Whoever owns or ultimately controls an Entity through direct, or indirect ownership, at least 25% of the Entity’s share capital, whoever holds 25% or more of the voting rights, or whoever has ownership powers through any other means (i.e. the right of appointment or dismissal of most of the Managers).
- If no Real Beneficiary fits the criteria above, or there is any doubt over who has final controlling say, the physical person who exercises control over the Entity through other means shall be the Real Beneficiary.
- If no physical person is determined, the Real Beneficiary shall be the physical person who holds the position of the person in charge of Senior Management.
A Real Beneficiary can be made up of more than one person i.e. where more than one person participates in the ownership or control they shall all be dealt with as owners and controllers.
For the Register of Partners and Shareholders an Entity shall maintain the details of the respective Partners and Shareholders (and Nominal Managers) as set out in the Decision and update the Register with any change occurring within fifteen (15) days from the date of said change.
A Nominal Manager, being “any physical person acting on the instructions of another person”, shall notify the Entity of his nominal status and shall submit all the necessary data required in respect of the Register of Partners and Shareholders within fifteen (15) days of his appointment, or (30) thirty days from the date of this Decision. He shall similarly inform the Entity of any change to his information or status within fifteen (15) days of the occurrence.
Every Entity must take reasonable measures to obtain appropriate, accurate and up-to-date data for the Registers and preserve its records from damage, loss or destruction. They must also appoint an individual point of contact (resident in the UAE) and provide the details of that contact to the Registrant.
The Decision details the data to be collected and entered on each respective Register. Any additional data requested by the Registrant shall need to be provided by the deadline specified in the data request
Entities in a regulated market, in a state of dissolution or liquidation are subject to adjusted filing requirements under the Decision.
Any case of a violation to the provisions of this Decision can result in the Minister of Economy or the Licensing Authority imposing one or more sanctions.
For any questions or further guidance on this Decision please contact us.
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