Cabinet Decision No. 109 of 2023chapter by chapter

Article (5) [CD 109/2023] (Item 11)Schedule Attached to Cabinet Resolution No. 132 of 2023 - Schedule Item 11

Failure of the legal person to disclose the ownership layers of the Beneficial Owner in complex ownership structures. Penalty: AED 50,000 (first violation, plus written warning to correct within 30 days); AED 100,000 (second violation, plus warning); third violation adds notification to correct.

Article (6) and Article (7) [CD 109/2023] (Item 1)Schedule Attached to Cabinet Resolution No. 132 of 2023 - Schedule Item 1

Failure of the legal person to properly register details of the Beneficial Owner. Penalty: AED 20,000 (first violation, plus written warning to correct within 15 days); AED 40,000 (second violation, plus warning); third violation adds notification to correct in addition to the fine.

Article (8), Clause (2) [CD 109/2023] (Item 2)Schedule Attached to Cabinet Resolution No. 132 of 2023 - Schedule Item 2

Failure to include the data mentioned in Article 8(2) in the Register of Beneficial Owners. Penalty: AED 20,000 (first violation, plus written warning to correct within 15 days); AED 40,000 (second violation, plus warning); third violation adds notification to correct.

Article (8)(1) [CD 109/2023] (Item 3)Schedule Attached to Cabinet Resolution No. 132 of 2023 - Schedule Item 3

Failure of the legal person to establish the Register of Beneficial Owners and maintain its data. Penalty: AED 50,000 (first violation, plus written warning to correct within 30 days); AED 100,000 (second violation, plus warning); third violation adds notification to correct.

Article (8)(1) [CD 109/2023] (Item 4)Schedule Attached to Cabinet Resolution No. 132 of 2023 - Schedule Item 4

Failure of the legal person to update the Register of Beneficial Owners. Penalty: AED 15,000 (first violation, plus written warning to correct within 15 days); AED 30,000 (second violation, plus warning); third violation adds notification to correct.

Article (10) [CD 109/2023] (Item 5)Schedule Attached to Cabinet Resolution No. 132 of 2023 - Schedule Item 5

Failure of the legal person to provide the Registrar with the data referred to in Article 10 relating to the Nominee Board Director. Penalty: AED 40,000 (first violation, plus written warning to correct within 30 days); AED 80,000 (second violation, plus warning); third violation adds notification to correct.

Article (10) [CD 109/2023] (Item 6)Schedule Attached to Cabinet Resolution No. 132 of 2023 - Schedule Item 6

Failure of the legal person to establish the Register of Partners or Shareholders. Penalty: AED 50,000 (second violation, plus written warning to correct within 30 days); AED 100,000 (third violation, plus notification to correct). No first-violation penalty listed in the schedule.

Article (10) [CD 109/2023] (Item 7)Schedule Attached to Cabinet Resolution No. 132 of 2023 - Schedule Item 7

Failure of the legal person to update the Register of Partners or Shareholders within 15 days of the amendment or becoming aware of it. Penalty: AED 15,000 (first violation, plus written warning to correct within 30 days); AED 30,000 (second violation, plus warning); third violation adds notification to correct.

Article (10) [CD 109/2023] (Item 8)Schedule Attached to Cabinet Resolution No. 132 of 2023 - Schedule Item 8

Failure of the legal person to keep the details of data related to every partner or shareholder, or to include the Article 10(1) data in the Register of Partners or Shareholders. Penalty: AED 30,000 (first violation, plus written warning to correct within 30 days); AED 60,000 (second violation, plus warning); third violation adds notification to correct.

Article (11)(1) [CD 109/2023] (Item 9)Schedule Attached to Cabinet Resolution No. 132 of 2023 - Schedule Item 9

Failure of the legal person to provide the Registrar with the data of the Register of Beneficial Owners and the Register of Partners or Shareholders, and failure to protect these Registers from damage, loss or destruction. Penalty: AED 15,000 (first violation, plus written warning to correct within 30 days); AED 30,000 (second violation, plus warning); third violation adds notification to correct.

Article (11)(2) [CD 109/2023] (Item 10)Schedule Attached to Cabinet Resolution No. 132 of 2023 - Schedule Item 10

Failure of the legal person to provide any additional data requested by the Registrar within 14 days of the request. Penalty: AED 15,000 (first violation, plus written warning to correct within 30 days); AED 30,000 (second violation, plus warning); third violation adds notification to correct.

Article (11)(4) [CD 109/2023] (Item 12)Schedule Attached to Cabinet Resolution No. 132 of 2023 - Schedule Item 12

Failure of the legal person to provide the Registrar with the name of a natural person resident in the country authorised to disclose the required data/information. Penalty: AED 10,000 (first violation, plus written warning to correct within 30 days); AED 20,000 (second violation, plus warning); third violation adds notification to correct.

Article (11)(6) [CD 109/2023] (Item 13)Schedule Attached to Cabinet Resolution No. 132 of 2023 - Schedule Item 13

Failure of the legal person to disclose to the Registrar the issuance of shares or stocks in the names of persons or directors within 15 days of issuance. Penalty: AED 15,000 (first violation, plus written warning to correct within 30 days); AED 30,000 (second violation, plus warning); third violation adds notification to correct.

Article (11)(7) [CD 109/2023] (Item 14)Schedule Attached to Cabinet Resolution No. 132 of 2023 - Schedule Item 14

Failure of the legal person, at the stage of dissolution or liquidation, to deliver the Register of Beneficial Owners and Register of Partners or Shareholders to the liquidator within 30 days of the liquidator's appointment. Penalty: AED 5,000 (first violation, plus written warning to correct within 30 days); AED 10,000 (second violation, plus warning); third violation adds notification to correct.

Article (11)(8) [CD 109/2023] (Item 15)Schedule Attached to Cabinet Resolution No. 132 of 2023 - Schedule Item 15

Failure of the liquidator to keep the Registers and all data mentioned in Cabinet Decision No. 109 of 2023 for a period of 5 years from the date of dissolution, liquidation or write-off. Penalty: AED 100,000 flat fine (no tiered first/second/third-violation structure listed for this item).

Article 4(1)Article (4) Registration and Licensing of the Legal Person

When applying for registration or a licence, the legal person must provide the Registrar with essential data: name/legal form/articles of association, head office address (or local legal representative details for foreign legal persons), the Statute or equivalent, and the identity/authority data of senior management/managers.

Article 4(3)Article (4) Registration and Licensing of the Legal Person

The legal person must not use a name other than its registered name (followed by its legal form), and after any Registrar-approved name change must stop using the old name and ensure all correspondence/documents show the new name and address.

Article 4(4)Article (4) Registration and Licensing of the Legal Person

The legal person must maintain a clear and detailed registered address in the country, notified to the Registrar, used to receive all correspondence and notifications.

Article 5(1)-(4)Article (5) Identifying the Beneficial Owner

The legal person must identify as Beneficial Owner any natural person who owns or controls 25% or more of its capital/voting rights (directly, indirectly, or through a chain of ownership/control, or other means such as the right to appoint/dismiss the majority of Directors), taking a risk-based approach especially for Complex Ownership Structures; where multiple persons jointly hold such a percentage, all are treated as owners/controllers.

Article 5(5)-(6)Article (5) Identifying the Beneficial Owner

Where no natural person is identified as Beneficial Owner via the ownership/control test (or there is doubt), the natural person exercising control through other means, and failing that the person holding the position of higher management official, must be identified and treated as the Beneficial Owner.

Article 6(1)Article (6) Transparency and the Beneficial Owner

The legal person must take reasonable measures to obtain and maintain adequate, accurate and up-to-date data on its Beneficial Owner(s) (unless exempt as a listed-company subsidiary under Article 6(2)).

Article 7Article (7) Notifications Relating to the Beneficial Owner

Where the legal person believes a natural person may be a Beneficial Owner not correctly reflected in the BO Record, it must inquire of that person; if no response within 15 days, notify them of intended inclusion; the notification must include specified content, and if the addressee still fails to respond within 15 days the legal person includes the details in the BO Register (unless it has reasonable grounds to suspect a misleading/incorrect response).

Article 8(1)-(2)Article (8) Beneficial Owner's Register

The legal person must create and maintain a Beneficial Owner's Record within 60 days of the Decision's issuance (or of the legal person's existence), containing each BO's full name, nationality, date/place of birth, address, ID/travel document details, and the dates they became/ceased to be a Beneficial Owner; the record must be updated within 15 days of any change.

Article 8(3)Article (8) Beneficial Owner's Register

If the legal person includes a natural person's name in the BO Record as Beneficial Owner without that person's own input, it must notify that person within 15 days of including the name.

Article 8(5)Article (8) Beneficial Owner's Register

The legal person may not register or give effect to any ownership-change document unless a statement is provided by/on behalf of the transferee confirming whether the transfer changes the Beneficial Owner, including new BO data where applicable, to be entered in the Register.

Article 9Article (9) Nominee Board Members

A Nominee Board Member/Manager must notify the legal person of their nominee status (within 15 days of acquiring it, or 30 days of this Decision's publication if already a nominee), notify any change in the Article 10 data within 15 days, and notify cessation of nominee status within 15 days; the legal person must receive, process and reflect these notifications in its records.

Article 10(1)Article (10) Register of Partners or Shareholders

The legal person must maintain a Register of Partners or Shareholders with prescribed data (shares/stocks held, voting rights, date of acquiring capacity, identity/nationality/address details, and for legal-person partners the Article 4(1) data), and update it within 15 days of any change.

Article 10(2)-(3)Article (10) Register of Partners or Shareholders

Where a partner or shareholder acts as a Trustee or Nominee Board Member, their data - and the data of the persons they represent - must be recorded in the Register of Partners or Shareholders.

Article 11(1)Article (11) Provision of Information to the Registrar

Within 60 days of this Decision's enforcement (or of the legal person's licensing/registration), the legal person must submit its Beneficial Owner's Record and Register of Partners or Shareholders data to the Registrar, and take reasonable measures to protect these records from damage, loss or destruction.

Article 11(2)Article (11) Provision of Information to the Registrar

The legal person must provide any additional data requested by the Registrar within 14 days of the request.

Article 11(3)Article (11) Provision of Information to the Registrar

The legal person must submit the Article 4(1) basic data to the Registrar whenever requesting incorporation, licensing, registration, renewal, modification, or other cases the Registrar deems necessary.

Article 11(4)Article (11) Provision of Information to the Registrar

The legal person must provide the Registrar with the name, address, contact details and a valid ID/travel document copy of a natural person resident in the country authorised to disclose all required data/information to the Registrar.

Article 11(5)Article (11) Provision of Information to the Registrar

The legal person must not issue bearer share warrants.

Article 11(6)Article (11) Provision of Information to the Registrar

When issuing shares or stocks in the name of persons or Board members, the legal person must disclose the details of such shares/stocks and the identity of the persons/Board members to the Registrar within 15 days of issuance.

Article 11(7)Article (11) Provision of Information to the Registrar

If the legal person is in dissolution or liquidation, the liquidator must deliver the Beneficial Owner's Record and Register of Partners or Shareholders (or a true copy) to the Registrar within 30 days of the liquidator's appointment.

Article 15(1)Article (15) Change of Data

The legal person must keep all basic data (Article 4), Register of Partners or Shareholders data, Beneficial Owner data and related records accurate and up to date.

Article 15(2)Article (15) Change of Data

The legal person must submit any amendment or change to the data/information covered by this Decision to the Registrar within 15 days of the amendment or change.

Article 19(1)Article (19) Grievance

A legal person subject to an administrative penalty under Article 18 may file a grievance with the Registrar's Grievances Committee within 30 days of notification, and may request suspension of enforcement pending the Committee's decision (due within 45 working days).