Understanding the RAKEZ UBO Declaration requirements in the UAE is important for companies with corporate shareholders and businesses undergoing ownership or corporate changes. UBO stands for Ultimate Beneficial Owner, meaning the individual who ultimately owns or controls a company.
RAKEZ requires UBO information as part of its corporate documentation and maintains a UBO register containing information about the beneficial owners and controllers of companies registered with the Zone. RAKEZ’s current business setup checklist also includes a UBO Declaration Form and the UBO’s passport copy for applicable company structures.
The exact requirements depend on the company’s ownership structure, shareholder type and circumstances. Companies with individual shareholders, corporate shareholders, branches or complex ownership arrangements may have different supporting-document requirements.
What Is a UBO Declaration?
A UBO Declaration identifies the individual who ultimately owns or exercises control over a company.
For RAKEZ purposes, a UBO can include an individual who:
- Owns or controls 25% or more of shares or voting rights
- Ultimately owns or controls 25% or more directly or indirectly
- Has the right to appoint or remove a majority of the board
- Exercises significant influence or control
- Exercises ultimate control over management
- Otherwise controls the corporate body
RAKEZ’s current UBO form also addresses situations involving nominees, partnerships and trusts.
Who Needs to Submit a RAKEZ UBO Declaration?
The requirement depends on the company’s structure.
RAKEZ’s current checklist includes a UBO Declaration Form with passport copy for relevant company structures, including companies involving corporate shareholders.
It can be particularly relevant when:
- A corporate shareholder is involved
- An overseas company owns the RAKEZ company
- A new corporate shareholder is being added
- Shareholding is being changed
- Ownership is held indirectly
- A nominee arrangement exists
- A company undergoes a corporate amendment
RAKEZ’s UBO form states that the declaration is submitted by corporate shareholders and that the information must identify the individual who ultimately owns or controls the relevant corporate shareholder.
What Are the RAKEZ UBO Declaration Requirements?
The main requirements generally involve identifying the UBO and providing accurate supporting information.
1. UBO Identification
The company must identify the individual who ultimately owns or controls the relevant entity.
This is particularly important when ownership passes through one or more companies.
2. UBO Passport Copy
RAKEZ’s business setup checklist requires the UBO Declaration Form together with the UBO’s passport copy for applicable structures.
3. Personal Information
The UBO declaration can require information such as:
- Full name
- Date of birth
- Nationality
- Citizenship
- Passport number
- Passport country of issue
- Residential address
- Country of residence
- UAE visa details, where applicable
- Emirates ID details, where applicable
- Contact information
The exact fields should be completed using the current RAKEZ form.
4. Ownership or Control Information
The declaration should explain the basis on which the individual qualifies as the UBO.
This can relate to:
- Direct shareholding
- Indirect shareholding
- Voting rights
- Board appointment rights
- Significant influence
- Management control
- Other forms of ultimate control
What Documents Are Needed for a RAKEZ UBO Declaration?
The documents depend on the company’s ownership structure.
Common supporting documents can include:
- UBO Declaration Form
- UBO passport copy
- Shareholder passport copies
- Trade licence
- Certificate of Registration
- Certificate of Incorporation
- Memorandum and Articles of Association
- Commercial Register
- Certificate of Good Standing
- Certificate of Incumbency
- Corporate or board resolution
- Ownership structure chart
RAKEZ’s current company setup checklist lists several corporate documents for companies with corporate shareholders, while the UBO declaration and passport copy are specifically identified as part of the documentation.
UBO Requirements for Corporate Shareholders
Corporate shareholders can make UBO identification more complex.
For example:
Individual → Holding Company → RAKEZ Company
In this structure, the holding company is the direct shareholder, but the UBO is the relevant individual who ultimately owns or controls the holding company.
The company may therefore need to provide supporting corporate documents showing the ownership chain.
RAKEZ’s shareholder-structure-change checklist specifically requires a UBO declaration with passport copy and an organisational chart showing the company’s structure up to the UBO names.
UBO Requirements for Foreign Companies
When an overseas company is involved, RAKEZ may require corporate documentation from the relevant jurisdiction.
Depending on the structure, documents can include:
- Certificate of Incorporation
- Certificate of Good Standing
- Certificate of Incumbency
- Commercial Register extract
- Trade licence
- MOA/AOA
- Corporate resolution
- Ownership structure chart
- UBO passport copy
The specific documentation depends on the company structure and the applicable RAKEZ checklist.
Is an Ownership Structure Chart Required?
An ownership structure chart can be required when dealing with shareholder-structure changes involving corporate entities.
RAKEZ specifically lists an organisational chart showing the structure of the company up to the UBO names in its shareholder-structure-change requirements.
A useful structure chart can show:
RAKEZ Company
↓
Corporate Shareholder
↓
Intermediate Holding Company
↓
Ultimate Individual Owner
The chart should accurately reflect the actual ownership and control structure.
When Must UBO Information Be Updated?
UBO information should remain accurate and current.
RAKEZ’s current UBO declaration states that information should be updated when it changes and indicates a 15-business-day period following an amendment or change.
Changes that may require an update include:
- New shareholder
- Shareholder removal
- Ownership percentage change
- Corporate restructuring
- Change in ultimate ownership
- Change in control
- Change involving a nominee
- Other material changes to beneficial ownership
Companies should therefore review their UBO information whenever their ownership or control structure changes.
What Happens If UBO Information Is Incorrect?
Accurate information is important because RAKEZ maintains UBO records for registered entities.
The RAKEZ UBO declaration requires the applicant to confirm that the information provided is true and accurate. It also states that changes should be notified to RAKEZ.
Incorrect or misleading information can create compliance issues.
Companies should therefore ensure that:
- The correct individual is identified
- Passport details are accurate
- Ownership percentages are correct
- Corporate documents match the declaration
- Ownership charts are consistent
- Changes are reported when required
RAKEZ UBO Declaration Process
Step 1: Review the Ownership Structure
Identify all direct and indirect shareholders.
Step 2: Identify the UBO
Determine the individual who ultimately owns or controls the relevant company.
Step 3: Collect Supporting Documents
Prepare the UBO’s passport copy and relevant corporate ownership documents.
Step 4: Prepare the Declaration
Complete the applicable RAKEZ UBO declaration using the required information.
Step 5: Prepare the Ownership Chart
Where applicable, show the ownership structure through to the UBO.
Step 6: Check the Information
Make sure the UBO declaration matches the company’s corporate records.
Step 7: Submit the Documents
Submit the completed declaration and supporting documents through the applicable RAKEZ process.
Step 8: Update When Ownership Changes
Review and update the UBO information whenever the relevant ownership or control information changes.
Common RAKEZ UBO Declaration Mistakes
Identifying the Corporate Shareholder as the UBO
A company itself is not the individual UBO. The relevant individual behind the ownership or control structure needs to be identified.
Missing Passport Copy
The applicable UBO declaration requires the UBO’s passport copy.
Incorrect Ownership Percentage
The ownership percentage should accurately reflect the company’s actual structure.
Missing Ownership Chart
For applicable shareholder changes, RAKEZ requires an organisational chart showing the structure up to the UBO names.
Using Outdated Information
UBO information should be kept current rather than relying on information submitted during the original company formation.
Not Updating After Ownership Changes
A change in shareholders or ultimate control can require the UBO information to be updated.
Why Use a RAKEZ UBO Compliance Consultant?
UBO requirements can become more complicated when a business has international shareholders or multiple corporate ownership layers.
A business setup or corporate compliance consultant can assist with:
- UBO identification
- Ownership structure review
- UBO declaration preparation
- Passport documentation
- Corporate document coordination
- Ownership chart preparation
- Shareholder amendments
- UBO information updates
- RAKEZ submission support
This can help businesses organise their documentation before submitting the relevant information to RAKEZ.
Final Thoughts
The RAKEZ UBO Declaration requirements in the UAE focus on accurately identifying the individual who ultimately owns or controls the relevant company and maintaining current beneficial ownership information.
For companies with corporate shareholders, the documentation can extend beyond the UBO form and passport copy to include corporate records and an ownership structure chart. The requirements can also change depending on the company’s structure and the reason for submitting or updating the information.
Businesses should use the current RAKEZ UBO form and applicable checklist when preparing their declaration, particularly when dealing with foreign corporate shareholders or changes in ownership. RAKEZ maintains dedicated UBO regulations, FAQs and forms as part of its regulatory framework.
Frequently Asked Questions
1. What is a UBO in RAKEZ?
A UBO is the individual who ultimately owns or controls a company. RAKEZ’s current UBO framework includes individuals who meet specified ownership or control criteria, including direct or indirect ownership or significant control.
2. What documents are required for a RAKEZ UBO declaration?
The requirements can include the UBO Declaration Form and UBO passport copy. Corporate ownership structures may also require company registration documents, constitutional documents and an ownership structure chart.
3. Is a UBO declaration required for corporate shareholders?
RAKEZ’s current documentation specifically includes a UBO Declaration Form and passport copy for applicable corporate shareholder structures.
4. What percentage makes someone a UBO?
RAKEZ’s UBO form identifies a person who owns or controls 25% or more of shares or voting rights, directly or indirectly, among other control-based criteria.
5. Does UBO information need to be updated?
Yes. RAKEZ states that UBO information should be kept accurate and updated when the relevant information changes. Its current form specifies updating the data within 15 business days following an amendment or change.
6. Can a consultant help with RAKEZ UBO requirements?
Yes. A consultant can assist with reviewing ownership structures, identifying the relevant UBO, preparing supporting documents and coordinating the applicable RAKEZ submission or update process.
