UAE Licensing Authority registration requirements – how and when should you update your records?

Last October, we reviewed the Cabinet Resolution No. 58 of 2020 on the Regulation of Procedures Related to Real Beneficiaries (the Resolution) which was issued on 27 August 2020 and aims to enhance UAE businesses’ transparency.

The Resolution required UAE mainland and free zone companies (excluding those established in the financial free zones – ie DIFC and ADGM and those owned by the Federal Government) to do the following by 27 October 2020:

• disclose and maintain a real beneficiary register which details their company’s Ultimate Beneficial Owner (UBO)
• disclose a register of partners/shareholders, including Beneficial Owner information (ie the entity/person who owns 25% or more of your company) including the basis and date on which the entity/person became a UBO, and
• appoint and disclose the details of a physical person who resides in the UAE  to act as an authorized agent of your company, who is authorised to disclose the data which is required by the Federal Decree Law No. 2 of 2018 or its Executive Regulations No. 10 of 2019.

Since then, the Departments of Economic Development (the DEDs) have stated that they will not proceed with granting approvals for any transactions unless this information has been updated.

How can you update your records?

The DEDs have advised that a Statement of Identification of the Beneficial Owner Data needs to be submitted to update your beneficial owner records. The format required is an official letter, printed on your company’s letterhead, signed and stamped in Arabic or dual language that confirms the following:

• the full name as per the identity card/passport of the authorised agent
• the authorised agent’s contact number, nationality, date and place of birth
• the country of issuance, date issuance and expiry date of the authorised agent’s identity card/passport
• the authorised agent’s residential address or the address to which notices from the DEDs should be sent
• the company's legal name and its address
• the identification of the company’s Beneficial Owner, consistent with the information contained in the register
• identification of the ultimate ownership and control of the Beneficial Owner (whether directly through chain of ownership, control, or other means of control such as the right to appoint or dismiss majority of directors of your company), and
• the ratio of capital of the Beneficial Owner, their shares, and their nominee value (noting that if the Beneficial Owner and other shareholders jointly own or control a ratio of the capital in a company, all of them will be deemed as joint owners or controllers of such a ratio), and
• identification of any other companies that the Beneficial Owner owns, manages or controls accordingly.

In situations where no person or entity is identified based on the criterion above, the person or entity who holds the position of a higher management official or who controls the company by other means of control – such as the right to appoint or dismiss majority of directors of the company – will be named the Beneficial Owner. 

When does this need to be submitted?

You are required to provide the Registrar with the Statement of Identification of the Beneficial Owner Data letter together with any DEDs applications such as those for incorporation, licencing, registration, renewal, amendments, or any other transactions.

Alternatively, if you're not submitting any DEDs applications in the short-term, we would nevertheless advise you to prepare the letter and submit it directly to the DEDs to ensure obtaining future approvals for transactions can be done smoothly. If the details on your letter change, you must notify the Registrar within 15 days of such amendment.

Here to help

We can assist with identifying your Beneficial Owners and UBO, and with drafting the required letter for submission to the DEDs. Please get in touch with a member of our Corporate/M&A and Capital Markets or Commercial & Consumer Contracts teams to ensure your company’s compliance.