A UAE beneficial owner is the natural person who ultimately owns 25% or more of a company, or controls it by other means, and the beneficial ownership regime is the set of duties that make the company, its nominees and its registrar record that person. Since 14 December 2025 the operative text of those duties is Chapter Three of Cabinet Resolution No. 134 of 2025. Cabinet Decision No. 109 of 2023 is still listed as active, but it now governs only where it does not conflict with the newer text.
The obligation did not disappear when the anti-money laundering law was replaced. It changed address, and in moving it changed three details that matter in practice: the update clock is now counted in working days, nominee shareholders and corporate nominees are inside the rule, and the partners register has to be kept inside the country. The 2023 decision keeps a separate fifteen-day clock for filings with the registrar, which is where several current guides to the rule still stop.
How the UAE beneficial owner duties changed their legal address
The UAE beneficial owner duties moved in two steps. Federal Decree by Law No. 10 of 2025 repealed Federal Decree-Law No. 20 of 2018 with effect from 14 October 2025, and Cabinet Resolution No. 134 of 2025 repealed the old Executive Regulations, Cabinet Resolution No. 10 of 2019, with effect from 14 December 2025. Company duties now sit in the new Executive Regulations, not in a standalone decision.
The new law says so in terms. Article 19(2)(c) lists “the obligations of companies, nominee directors, and nominee shareholders” among the matters the Executive Regulations regulate, and Article 19(3) separately provides that “the Cabinet shall issue a resolution regulating the procedures of identifying the Beneficial Owner”. The law was issued on 30 September 2025, published in Official Gazette No. 808 the same day and entered into force two weeks later under Article 42 (per Federal Decree by Law No. 10 of 2025, Articles 19 and 42, UAE Legislation, as of 23 September 2026).
What happens to older instruments is settled by Article 41(3). Executive Regulations, resolutions and circulars issued under the 2018 law “shall remain effective insofar as they do not conflict with the provisions hereof, until the regulations, resolutions, and circulars that supersede the same are issued.” That clause is the reason Cabinet Decision No. 109 of 2023 still carries the status Active on the official portal, even though its own Article 1 defines “Decree-Law” as the repealed 2018 law and “Executive Regulations” as the repealed 2019 resolution.
The Executive Regulations arrived next. Cabinet Resolution No. 134 of 2025 was issued on 29 October 2025, published in Official Gazette No. 811 on 14 November 2025 and, under Article 71, entered into force thirty days after publication. Article 70 repeals Cabinet Resolution No. 10 of 2019 and any conflicting provision, and Chapter Three, titled Transparency and Beneficial Ownership, is where the company-level duties now live (per Cabinet Resolution No. 134 of 2025, Articles 70 and 71, as published on UAE Legislation, as of 23 September 2026).
Who counts as a beneficial owner under Article 10 of Resolution 134
Under Article 10(1) of Cabinet Resolution No. 134 of 2025, the beneficial owner of a legal person is identified in three steps: first the natural person who owns 25% or more of the ownership interest or shares, alone or jointly; then, if that test fails or is doubtful, the person exercising legal or actual control by other means; and finally, if nobody is found, the natural person holding a Senior Management position.
The threshold is the part that did not move. Article 5 of Cabinet Decision No. 109 of 2023 also uses 25% of capital or of voting rights, adds the right to appoint or remove the majority of the board as a form of control, and falls back on the senior management officer when no controlling natural person is identified (per Cabinet Decision No. 109 of 2023, Article 5, UAE Legislation, as of 23 September 2026).
What changed is where the company’s own duty points. Article 38(1)(d) of Resolution No. 134 obliges companies to hold “the Beneficial Owner information referred to in Clause (1) of Article (10)”, so the definition the company applies is now the same one that banks and other reporting entities use when they run customer due diligence. The definitions in Article 1 add two items absent from the 2023 text: Adequate Information now includes the tax registration number, if any, and Accurate Information means information verified against original documents or an independent source.
Listed companies keep a route out of the exercise. Article 11 of Resolution No. 134 allows reporting entities not to identify shareholders or beneficial owners of a company listed on a securities market with adequate disclosure requirements, or of its controlled subsidiary, which mirrors the listed-company exclusion in Article 6(2) of the 2023 decision.
The company, the nominee and the registrar under Chapter Three
Chapter Three of Cabinet Resolution No. 134 of 2025 distributes the beneficial ownership duty across three holders. The company obtains, retains and updates basic information, nominee details, the partners register and beneficial owner information under Article 38. The nominee discloses its status and its Nominator to the company under Article 39. The registrar obtains, verifies and holds the same information at registration under Article 37.
The nominee rule is where the reach widened most. Cabinet Decision No. 109 of 2023 addressed a Board Nominee Member, defined as a natural person acting on another person’s instructions from a management seat. Resolution No. 134 defines both a Nominee Director and a Nominee Shareholder as “a natural or legal person”, and Article 39 requires either of them to notify the company of their capacity and “the identity of the person they represent or the Nominator”, with any change reported within fifteen working days.
Trusts and similar arrangements now sit in the same chapter. Article 41 requires trustees and persons in equivalent positions to hold adequate, accurate and up-to-date beneficial owner information, update it within fifteen working days of any change, keep it for at least five years after their dealings end, and disclose their status when they open a business relationship with a bank or other reporting entity.
The fourth participant is the counterparty. Article 38(2) obliges companies to cooperate with financial institutions, designated non-financial businesses and professions and virtual asset service providers in supplying beneficial owner information, and Article 13 requires those entities to apply due diligence to relationships that already existed when the resolution took effect, at a time judged appropriate by materiality and risk.
Old home and new home of each beneficial ownership obligation
Cabinet Decision No. 109 of 2023 and Cabinet Resolution No. 134 of 2025 cover the same ground in different words and on different clocks. The table sets each obligation against its article in both texts; where the 2025 text is silent, the 2023 provision continues under Article 41(3) of the new law, and where the two differ, the later text prevails.
| Obligation | Cabinet Decision No. 109 of 2023 | Cabinet Resolution No. 134 of 2025 |
|---|---|---|
| Parent law and regulations named in the definitions | Decree-Law No. 20 of 2018 and Resolution No. 10 of 2019 (Article 1), both now repealed | Decree by Law No. 10 of 2025 (Article 1) |
| Beneficial owner test | 25% of capital or votes, then other control, then senior management (Article 5) | 25% of ownership interest or shares, then other control, then Senior Management (Article 10(1)) |
| Updating the company’s beneficial owner information | Within 15 days of being informed of a change (Article 8(1)) | Within 15 working days of the change (Article 38(1)(d)) |
| Filing a change with the registrar | Within 15 days of the change (Article 15(2)) | No separate clock; the registrar obtains and verifies the information (Article 37(3)) |
| Nominees | Board Nominee Member, a natural person, within 15 days (Article 9) | Nominee Director or Nominee Shareholder, natural or legal person, with the Nominator’s identity, within 15 working days (Article 39) |
| Partners or shareholders register | Maintained and updated within 15 days (Article 10) | Retained within the State unless beneficial owner information is held in the State (Article 38(1)(b) and (c)) |
| Bearer shares | May not be issued (Article 11(5)) | May not be issued; existing ones converted within 30 working days of publication (Article 38(4)) |
| Keeping records after the company ends | Liquidator keeps them for at least 5 years (Article 11(8)) | Registrar, company, managers and liquidators keep them for at least 5 years, also counted from the end of a banking relationship (Article 40) |
The two fifteen-day figures in the table are not a conflict between sources and should not be read as one number. They are two categories of rule, and the clock for each starts on a different date. Fifteen working days under Resolution No. 134 runs from the occurrence of the change itself — the date the transfer, appointment or amendment took place — for both the company’s beneficial owner record under Article 38(1)(d) and the nominee’s own notice under Article 39. Fifteen days under Decision No. 109 runs instead from the date the company was informed of the change under Article 8(1), which falls later than the date of occurrence whenever the company does not learn of an event on the day it happens.
Counting from the later, informed date can satisfy the 2023 filing clock while already missing the working-day deadline in Resolution No. 134, if the change itself took place earlier and nobody reported it promptly. The safer reading dates the fifteen days in both texts from the change itself rather than from notice of it. The bearer share window, by contrast, is already closed: on Symbol Consulting’s own count, thirty working days from publication on 14 November 2025 ran out around the end of December 2025 (per Cabinet Resolution No. 134 of 2025, Article 38, Article 39 and Article 71, UAE Legislation, as of 23 September 2026).
Duties still held in the 2023 decision, and the penalty gap
Cabinet Decision No. 109 of 2023 still carries every procedural step that Cabinet Resolution No. 134 of 2025 does not restate: the sixty-day window to create the registers and submit them to the registrar, the fourteen days to answer a registrar’s request for additional data, the fifteen-day filing of changes, the resident individual authorised to deal with the registrar, and the list of excluded entities.
That exclusion list is the least settled point. Article 3(2) of the 2023 decision excludes companies wholly owned by federal or local government, Financial Free Zones and government partners. Resolution No. 134 defines Companies as those “regardless of their type or activity” and contains no reference to free zones anywhere. Symbol Consulting treats that position as a point to confirm with the relevant registrar, not one the two texts settle on their own.
The penalty rules have not followed the duties. Cabinet Resolution No. 132 of 2023 applies to legal persons, “including non-financial free zones, that Violate the provisions of Cabinet Resolution No. (109) of 2023”, and lets the registrar suspend the commercial licence after a third violation (per Cabinet Resolution No. 132 of 2023, Articles 2 and 3, UAE Legislation, as of 23 September 2026). It is written against the 2023 decision, not against Articles 37 to 41 of the 2025 regulations.
The new law provides for its own penalty instrument. Article 39 of Federal Decree by Law No. 10 of 2025 requires the Cabinet to issue a resolution prescribing violations and administrative penalties for breaches of the law and its Executive Regulations. The official list of legislation related to the 2025 law shows seven instruments, and neither that resolution nor the beneficial owner procedures resolution required by Article 19(3) is among them. One entry on that list, Cabinet Resolution No. 71 of 2024, is not the missing instrument either: it predates Federal Decree by Law No. 10 of 2025 by a year and its own title limits it to violations by entities under the Ministry of Justice and the Ministry of Economy, not the general penalty resolution Article 39 calls for (per UAE Legislation, related legislations of Federal Decree by Law No. 10 of 2025, as of 23 September 2026).
Criminal exposure, by contrast, is already in the new law. Article 35(1) punishes anyone who intentionally provides false or misleading information about the beneficial owner to a competent authority or to a bank or other reporting entity with imprisonment and a fine of not less than AED 20,000, or either penalty, regardless of which administrative penalty table is eventually attached to Chapter Three.
Guidance that still reads the UAE UBO rule from 2023 alone
Several current pages describe the UAE beneficial ownership regime entirely through Cabinet Decision No. 109 of 2023 and Cabinet Resolution No. 132 of 2023. They quote the fifteen-day figure correctly for registrar filings, but none of them mentions Federal Decree by Law No. 10 of 2025, Cabinet Resolution No. 134 of 2025, working days, or the nominee shareholder’s own duty under Article 39 to notify the company of a change.
The Sharjah Research, Technology and Innovation Park, a free zone that acts as registrar for its own companies, answers the filing question on its rules page with two sentences: “New companies must file within 15 days of incorporation. Existing companies must update any change within 15 days after it occurs.” The page lists Cabinet Resolution No. (109) of 2023 and No. (132) of 2023 as the applicable texts and nothing later (per SRTI Park, Ultimate Beneficial Owner page, as of 23 September 2026).
Middle East Briefing, a publication supported by Dezan Shira and Associates, set out the same reading on 27 July 2026, more than seven months after the new regulations took effect: “Resolution No. 109 creates three related duties. A company must update its internal UBO register within 15 days of learning about a change. The same deadline applies to the partners or shareholders register. The company must also submit changes covered by the resolution to the relevant registrar within 15 days.” (per Middle East Briefing, 27 July 2026)
The Finanshels guide updated on 22 September 2026 goes a step further and places nominee changes on the 2023 clock: “Any change — a share transfer crossing the 25% line, a new nominee director, a change of control — goes into the register within 15 days of the company knowing about it.” (per Finanshels, updated 22 September 2026) Under Article 39 of Resolution No. 134 the nominee notice is now owed by the nominee itself, covers nominee shareholders as well as directors, and must name the Nominator.
Each of these readings is accurate about what the 2023 decision says. What they omit is that the internal update duty, the nominee duty and the location of the partners register have been restated in a later instrument with different terms, and that the 2023 decision now survives only in the part the 2025 regulations leave untouched.
Five points for the next ownership or nominee change
A change of shareholder, nominee or controller in a UAE company after 14 December 2025 is measured against both Cabinet Resolution No. 134 of 2025 and Cabinet Decision No. 109 of 2023. The five points below follow directly from the articles cited above and from the gaps that the official portal shows as of 23 September 2026.
- The two clocks start on different dates: Article 38 of Resolution No. 134 counts fifteen working days from the change itself, while Articles 8 and 15 of Decision No. 109 count fifteen days from the date the company was informed — so a file should be dated from the earlier of the two events, not from when the company happened to learn of it.
- Nominee shareholders and corporate nominees now owe the company a notice naming the Nominator under Article 39, so a nominee file built only for board members under the 2023 text is incomplete.
- The partners or shareholders register has to be kept within the State at the office, registered place of business or a location notified to the registrar, unless the beneficial owner information itself is held in the State.
- Banks and other reporting entities apply the same Article 10 definition and may refresh due diligence on existing relationships under Article 13, which Article 38(2) obliges the company to support.
- The beneficial owner procedures resolution under Article 19(3) and the penalty resolution under Article 39 of the 2025 law have not yet appeared on the official portal; either one would replace part of the 2023 framework when issued.
This material is a general analysis of published rules. It is not legal, tax, immigration or financial advice.