Nominee shareholder arrangements are recognised in the UAE, but they sit under strict transparency and beneficial ownership rules. Acting, or arranging for another to act, as a nominee shareholder is itself a regulated TCSP activity, so a provider offering nominee services is a DNFBP and must apply full AML measures to the arrangement.
The key point is that a nominee cannot be used to conceal the real beneficiary. The company must identify and record its beneficial owner, generally the natural person who ultimately owns or controls twenty-five per cent or more, or who exercises control by other means, and keep that information current in its registers. TCSPs and law firms arranging nominee holdings must document the true controller, verify identity and monitor the relationship. Using nominees to obscure ownership can expose both the client and the provider to serious penalties. A well-documented nominee file, showing the appointment terms and the identity of the real owner, is the provider’s best protection during bank onboarding, a registry query or a later dispute.
Cabinet Resolution No. 109 of 2023 on the Real Beneficiary Procedures, Article 5 - the twenty-five per cent ownership or control test for the real beneficiary.
For more details, consult the full text of Cabinet Resolution No. 134 of 2025 or seek guidance from your AML compliance officer.
Nominee shareholder arrangements are contemplated by the framework rather than prohibited: acting, or arranging for another person to act, as a nominee shareholder is one of the activities that makes a company and trust service provider a DNFBP. What the law requires is transparency about them.
A nominee shareholder must notify the company of their capacity, disclose their status and the identity of the person they represent or the nominator, and notify any change within 15 working days. The company must retain and update that information within the same window and verify its accuracy on an ongoing basis. Bearer instruments are treated differently and are prohibited: no company established and registered in the UAE may issue bearer shares, bearer share warrants or similar untraceable instruments, and those issued before the Resolution came into force were to be converted into registered shares within 30 working days of publication.
Legal Reference (UAE):
· Cabinet Resolution No. 134 of 2025, Article 3(5)(e): nominee shareholder services as a TCSP activity; Article 39: the nominee disclosure duty.
· Cabinet Resolution No. 134 of 2025, Article 38(1) and (4): company retention and update duties, and the prohibition on bearer shares with the 30 working day conversion requirement.
For more details, refer to the Executive Regulations or seek guidance from your AML compliance officer.