ULTIMATE BENEFICIAL OWNER (UBO):-
The government of the United Arab Emirates (“UAE”) introduced the Cabinet Decision No. (58) of 2020 Regulating Beneficial Owner Procedures in the UAE (“UBO Regulations”) which came into effect on the 28th of August 2020, replacing the earlier regulations being Cabinet Resolution No. 34 of 2020. The purpose of enacting the aforesaid regulations is to ensure and enhance the level of transparency of all the business establishments in the UAE. Thus it makes it necessary for all establishments (except those exempted vide the UBO Regulations) to disclose their beneficial owners to the registrar of their respective regulatory authority or licensing authority. The scope of the UBO Regulations is exempted for those entities either of whom are:
· Registered or licensed in the financial free zones, and
· Wholly owned by the local or federal government.
In accordance with the UBO Regulations, entities in the UAE to whom the UBO Regulations apply are required to prepare and submit to registrar of their relevant authorities:
· Statement of the Ultimate Beneficial Owners of the entity.
· Statement of the partners/shareholders of the entity, and
· Statement of the nominee directors/manager (if any) of the entity.
It is to be noted that the aforesaid information was to be provided to the registrar of the concerned regulatory authority within 60 (days) from the date of promulgation of this Resolution or from the date licensing or registration of the entities. Though few authorities in certain free zones have enacted procedures for submission of the aforesaid requirements further guidance is being awaited with regards to filing and submitting the aforesaid requirements.
In addition to submitting to the aforesaid statements to the registrar of concerned regulatory authority, each entity must further maintain:
· Register of the Ultimate Beneficial Owners,
· Register of the Partners/Shareholders, and/or
· Register of the nominee directors/managers (if applicable).
Register of the Ultimate Beneficial Owner:
Each entity falling within the purview of the UBO Regulations shall maintain among others the following within its Register for each Ultimate Beneficial Owner-
· Name, nationality, date and place of birth.
· Residential addresses.
· Details of Passport or any identification document.
· Percentage of shareholding in the entity.
Register of the Partners/Shareholders:
Each entity falling within the purview of the UBO Regulations shall maintain among others the following within its Register for each Partner/Shareholder-
· Number of shares held.
· Percentage of voting rights held.
· Date of acquisition of shares.
· Details of the Partner/Shareholder depending on
(if a natural Partner/Shareholder or corporate Partner/Shareholder).
In case of being a natural Partner/Shareholder, the entity must maintain among others the following information-
· Name, nationality, date and place of birth.
· Residential addresses.
· Details of Passport or any identification document.
In case of being a corporate Partner/Shareholder, the entity must maintain among others the following information-
· Name of the corporate Partner/Shareholder.
· Memorandum of Association.
· Registered address.
· People holding higher management positions.
In case the entities make any changes in their respective registers, the same must be notified to the registrar of the concerned regulatory authority within 15 (fifteen) days from the date of effectuating changes in and to the registers.
Thus each entity must assess and identify their respective Ultimate Beneficial Owners and submit all relevant information to the registrar of their concerned authorities.
Failure to provide the aforesaid details and/or failure to meet the requirements of the UBO Regulations could result in entities facing severe repercussions which could include stipulation of fines and penalties, including suspension, revocation or cancellation of licenses.
Thus, we at Munshi Atik could help you in determining your Ultimate Beneficial Owner, assist you in submitting the relevant information to the registrar of the concerned authority (including amendments if any) as well as assist you in preparing the respective registers in order to ensure compliance with the UBO Regulations.
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