On August 28, 2020, the UAE government released Cabinet Resolution 58, which replaced Cabinet Resolution 34. The goal of this resolution is to improve corporate transparency by regulating Ultimate Beneficial Owner Procedures. The resolution includes UBO guidelines for both new and existing businesses. All legal entities registered in the UAE mainland and free zones would be affected by the decision (with a few stated exceptions). The need of preparing and maintaining an Ultimate Beneficial Ownership (UBO) register and associated papers is the centrepiece of this resolution. Entities must have this register on hand at all times in their offices.They must also submit the registration with the appropriate authorities and notify them of any modifications to the record.
The declaration was made in order to reduce the risk of corporate financial fraud. Unregulated firms have the potential to engage in financial and economic crimes that impair a country's commercial climate. The hazard is mitigated by UBO regulations, which require organisations and institutions to identify the party that would eventually gain from a legal entity's conduct.
Since filing and maintaining a beneficial ownership record has become a legal requirement, all legal entities should rapidly learn all of the requirements of Resolution 58, as well as the filing processes. Let's first define the term "ultimate beneficial owner" before moving on to the details.
An individual or group that owns or controls more than 25% of a corporation's stock and/or voting rights. It is also the person or party who gets the most from a company's dealings. The ownership or control of a corporation by a UBO can be direct or indirect. The Resolution (cabinet resolution 58) lays out certain application guidelines that must be followed by all parties involved.
The resolution further stipulates that any arrangement can be used to identify a company's UBO. This means that businesses can seek assistance from a variety of legal entities and/or third parties. After identifying a UBO, a corporation must keep an up-to-date record of the UBO's information at all times.
A UBO is not the same as a Beneficial Owner. Beneficial owners are those who own a company's stock. Individuals who control at least 25% of a company's stock are referred to as UBOs. They also have the capacity to exert direct or indirect control over a corporation. UBOs have the ability to control the fate of entire organisations. It goes without saying that these individuals have the potential to wield a great deal of influence.
Declaration of the UBO
Let's look at what UAE legal entities must do to comply with Resolution 58 now that we have a basic grasp of UBOs and the regulations that apply to them. The resolution includes a detailed set of guidelines that legal entities can use to establish their UBO.
All entities licenced in the UAE must declare their UBO, according to the resolution. The following are some of the exceptions:
The resolution exempts entities licenced by free-zones from declaring their UBO. Most financial free zones, on the other hand, already have mechanisms in place for recognising and declaring UBOs. The essential requirements for a person to qualify as a UBO, as well as the cause for their identification, are comparable to those outlined in Resolution 58. Every free-zone, on the other hand, approaches the situation differently. You can learn more about UBO declaration in free-zones by contacting Dhanguard.
To learn more about the obligations and responsibilities of legal entities in terms of UBO compliance, see Cabinet Resolution No. (58) of 2020 Regulating Beneficial Owner Procedures.
Repercussions will be imposed on legal entities that do not comply with the legislation. The Ministry of Economy will impose fines against them. Following the imposition of these sanctions, the legal entity must file an appeal, which will be reviewed before the sanction(s) can be lifted.
Companies in the UAE are required to keep the data of the Beneficial Owner in a register of the genuine beneficial owner, according to article 8 of Cabinet Decision No 58 of 2020. A person who owns or controls 25 percent of the capital directly or indirectly is the true or ultimate beneficiary. Alternatively, a person who has voting rights over at least 25% of the shares or who has ultimate control over a ‘legal person.'
According to the law, the register must be created within 60 days after the law's publication or the day on which the Legal Person is established.Any modifications to the data in the Register of Beneficial Owner shall be updated and recorded by the entity within 15 days of becoming aware of the change.
The following information should be included in the Real Beneficiary Register (RBR):
In addition to the RBR, UAE entities must update and maintain a Partners or Shareholders Register (PSR). The data of the entity's partners or shareholders is contained in the PSR. Any change to the Register must be updated and recorded within 15 days of the entity becoming aware of the change. The following information must be included in the Register of Partners and Shareholders:
Names of relevant personnel in higher management positions within the Legal Person, as well as information from their passports or identity cards, such as document numbers, issue and expiration dates, and issuing entity.
A management or board member who acts as a Nominee Board Member shall inform the Legal Person that he is a nominee board member and provide the needed data within 15 days of being a nominee board member, according to Article 9 of Cabinet Decision No 58 of 2020. A nominee board member who attained such status prior to the Cabinet Decision's publication shall notify the Legal Person within 30 days of the Cabinet Decision's dissemination date.
Within 15 days of making a change to the data referred to in PSR, a Nominee Board Member must notify the Legal Person. Within 15 days after ceasing to be a nominee Board Member, the Nominee Board Member must notify the Legal Person. With the help of the best UBO consultants in the UAE, the entities will be in full compliance with the UBO law.
The following approach should be used to identify and validate a company's UBO:
Third-party professional assistance can make UBO verification go more smoothly. Once a UBO has been identified, a corporation must prepare the appropriate information and submit the Register of Beneficial Owner to the authorities.
The Ultimate Beneficial Owner of a firm in liquidation should be reported to the Regulatory Authority (UBO). The Real Beneficiary Register and Partners or Shareholders Registers must be kept for at least five years from the date of liquidation by the legal person, administrator, and liquidator. Consult with top UBO consultants in the UAE for advice on how to keep the UBO registers up to date while closing down a business.
To improve openness, the UAE government mandated the creation of UBO Registers. UBO Registers serve as a catalyst in the fight against money laundering and terrorism financing. It will have a good economic impact by reducing corruption and fraud, as well as empowering a wide spectrum of enterprises in their efforts to conduct efficient due diligence. Maintaining UBO records may appear to be a difficult task for businesses, but with the help of UBO experts in Dubai like Dhanguard, it will be much easier.
The United Arab Emirates is continually looking for new methods to welcome the best investors, entrepreneurs, and businesspeople from all over the world. It encourages a low-tax environment, little bureaucracy, a transparent visa process, and simple company formation to this purpose.
It has gone further in recent years to distinguish the UAE apart from others in the region and abroad. Long-term visa schemes, revisions to foreign ownership requirements, and the relaxing of various corporate and criminal prohibitions are examples of such policies.The establishment of Ultimate Beneficial Ownership (UBO) legislation for UAE firms is its most recent action. The new laws, which are aimed at boosting transparency in the government, oblige certain corporations to publish information about their owners.The new guidelines are straightforward to follow if you have the correct help from our experts at Dhanguard.
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Yes, a foreign entity can open business account in the UAE. The registration of any organisation in the UAE is generally an easier and cost-effective way.
The requirement for opening any bank account in the UAE vary from one bank to another. Although, the existence of a major director or shareholder is generally required.
A limited company should have a dedicated bank account because they have a separate legal entity.
The benefits of having business account includes tracking of the expenses, easy calculation of the tax liabilities as well as management of cash flow.
Yes you can open a business account in various major currencies of the world other than the UAE dirhams.
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