Foreign ownership compliance in the UAE
We will check that your activity, your licence and the person at the end of the ownership chain tell one story, and file the beneficial owner records the registrar and your bank both ask for.
Beneficial owner
Порог бенефициара
25% of shares or votes
25% долей или голосов
Register updates
Изменения в реестр
within 15 days
15 дней
Cyprus, new company
Кипр, новая компания
90 days to file
90 дней на подачу
Cyprus fine
Штраф на Кипре
€100 plus €50 a day
100 € плюс 50 € в день
When you need foreign ownership compliance
You are buying a UAE company
The seller’s licence, its constitutional documents and its shareholder register have to describe the same people before money moves. Often they do not.
The bank asked who owns you
Compliance wants the chain to the natural person at the end of it, with evidence. An answer that stops at a holding company stalls the account.
Your activity sits on a closed list
Full foreign ownership is the rule on the mainland now, but a short list of activities is still closed, and a strategic activity carries its own conditions.
An investor is checking the chain
Vetoes, options, nominee arrangements and appointment rights are control even when the share register looks clean. Due diligence finds them; better if you did first.
The register no longer matches
Shares moved, a director changed, a shareholder died. The filing deadline runs from the day you learn of it, and nobody sends a reminder.
What you get
- An ownership map to the person
- Your activity checked against the list
- Registers filed and current
- Approvals sequenced before signing
- One story across licence and bank
What is required for foreign ownership compliance
Ownership in the Emirates is three questions in order, and only the first one is about percentages. What exactly is the licensed activity; which authority licenses it; and who, at the end of every chain and every agreement, actually controls the company. Most refusals happen on the second and third questions.
The Commercial Companies Law was amended in 2021 so that a mainland company may be owned entirely by foreigners: the requirement for a majority Emirati shareholder or a local agent is gone for most activities, and branches of foreign companies no longer need a national service agent. Where the whole question is which country to use, that is jurisdiction selection; where the company does not exist yet, company registration.
What the authority checks
- The exact activity, against the closed list and against the activities the Cabinet has designated as being of strategic impact, which carry their own licensing conditions.
- The legal form and the direct shareholders, as they appear in the licence, the memorandum and the share register at the same time.
- The indirect chain and every other route to control: voting arrangements, vetoes, rights to appoint or dismiss managers, nominee holdings and side agreements.
- The beneficial owner record itself, kept as a register and filed with the registrar within the periods the federal procedure sets.
Where the rules differ
Mainland
Federal company law plus the emirate’s own activity list, and the registrar is the local authority — a department of economic development in six emirates, and two municipalities in Fujairah.
Non-financial free zones
The zone sets its own entity types and licence rules, but the federal beneficial owner procedure reaches inside: these zones are expressly in scope.
Financial free zones
The Dubai International Financial Centre and Abu Dhabi Global Market are outside federal civil and commercial law and run their own companies and beneficial ownership systems.
UBO register filing in Cyprus
A Cyprus company files its beneficial owners with the Registrar of Companies and Intellectual Property, and the deadlines are short: ninety days from incorporation, forty-five days from learning of a change, and an annual confirmation every year between 1 October and 31 December. Since 1 February 2025 failure carries a fine of €100 and €50 for each further day, capped at €5,000, and a director can be liable alongside the company. The register itself is not public: access for the general public was suspended in November 2022 after a Court of Justice ruling, and search is left to authorities and obliged entities, so this is a filing duty and never a way to check a counterparty.
Sources: full foreign ownership (UAE Government portal); Cabinet Decision 109 of 2023 (Ministry of Economy); Cyprus penalties.
Stages of work
Fixing the activity behind the label.
We will write down what you actually sell and to whom, because the licence category is a summary and the ownership rules attach to the underlying activity.
Naming the authority chain.
We will confirm the licensing body, the zone if there is one, and any sector regulator whose consent has to arrive before a share moves, never after.
Mapping ownership and control.
Every direct and indirect holder, every voting and veto right, every nominee and appointment right goes on one chart, down to the natural person at the end.
Testing eligibility.
We will check the activity against the closed list and the strategic-impact conditions, and say plainly where the structure you want is not available.
Filing the registers.
Beneficial owner and nominee records go to the registrar within the set periods, in the Emirates and in any other country whose register your group touches.
Aligning everything downstream.
The licence, the memorandum, the share register, the bank file and the tax record are reconciled so they answer the same question the same way.
Our other corporate work sits in Corporate & Structuring.
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