Must nominee directors disclose themselves under UAE beneficial ownership rules?

UAE
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Yes. A person acting as a nominee or board nominee director must disclose that capacity to the legal person and provide the identity of the person on whose directions they act. This feeds the company’s registers so that the real beneficiary behind the arrangement can be identified rather than hidden behind a nominee.

Under the Real Beneficiary Procedures, a board nominee member must inform the legal person of the required data within fifteen days of acquiring that capacity, notify any change within fifteen days and report the cessation of the capacity within the same period. The legal person must maintain a Real Beneficiary Register and a Partners or Shareholders Register and keep them current. For a TCSP arranging nominee roles, this transparency is part of its own AML duty to know and record who ultimately controls the client structure. Where a nominee cannot or will not identify the person they act for, that is itself a red flag that should prompt enhanced due diligence and, if unresolved, consideration of a suspicious transaction report.

Legal Reference (UAE):

  • Cabinet Resolution No. 109 of 2023 on the Real Beneficiary Procedures, Article 9 - board nominee members must disclose their capacity and any change within fifteen days.
  • Cabinet Resolution No. 134 of 2025, Article 39 - obligations relating to beneficial ownership data.

For more details, consult the full text of Cabinet Resolution No. 109 of 2023 or seek guidance from your AML compliance officer.

AML and CFT requirements for trusts and company service providers in the UAE

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Yes. A nominee director or nominee shareholder must notify the company of their capacity, disclose the information relating to their status and the identity of the person they represent or the nominator, and notify the company of any change within a period not exceeding 15 working days from the date of that change.

The company then carries a matching duty. It must obtain and retain up-to-date nominee director and nominee shareholder information alongside its basic information, update it within 15 working days of any amendment or change, verify its accuracy on an ongoing basis, and assist the registrar in documenting it where necessary. It must also cooperate with financial institutions, DNFBPs and virtual asset service providers in providing adequate, accurate and up-to-date beneficial owner information.

Legal Reference (UAE):

· Cabinet Resolution No. 134 of 2025, Article 39: the nominee director and nominee shareholder disclosure duty and the 15 working day change notification.

· Cabinet Resolution No. 134 of 2025, Article 38(1) and (2): company duties to retain and update nominee information and to cooperate in providing beneficial owner information.

Where the position is finely balanced, document your reasoning and raise it with your compliance officer.

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