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Real Beneficiaries: The Cabinet Enacts A New Resolution

Published: 09/09/2020

Dear Valued Client,

Further to our alert of 16th September, the UAE Ministry of Cabinet Affairs issued Cabinet Resolution No. 58 of 2020 on the regulation of the Procedures of the Real Beneficiary (“Resolution 58”).

Provisions of Resolution 58 supersede those of the earlier Cabinet Resolution No. 34 of 2020 and focus on the UAE public joint stock companies (“PJSCs”).

 

What Is New?

Exempt Entities:

Under the former resolution, a legal person was excluded from its reach, provided that the particulars of the shareholder or partner or Real Beneficiary were obtained from reliable sources, in cases where the owner of the controlling share was either (1) a company listed on a regulated stock exchange and subject to disclosure requirements that provide sufficient transparency to the Real Beneficiary, or (2) a subsidiary company, with the majority of its stocks or shares owned by a parent or holding company.

Under Resolution 58, however, the companies that do not fall under its provisions are companies that are wholly owned by the federal or local government or any other companies wholly owned by such companies, and the Abu Dhabi Global Market and Dubai International Financial Centre entities.

New Concepts:

The Resolution also introduced certain new concepts, such as the Testator, Trustee and the Trust Fund.

 

Who is the Testator?

The Testator is a natural or legal person who transfers the management of their funds to a trustee, by virtue of a document.

 

Who is the Trustee?

The Trustee is a natural or legal person enjoying the rights and powers granted to them by the testator or the trust fund, under which they manage, use and dispose of the testator’s funds in accordance with certain agreed conditions.

 

What is the Trust Fund?

The Trust Fund is a legal relationship between the testator and the Trustee whereby the Testator places the funds under the control of the trustee for the benefit of a beneficiary or for a specific purpose.

 

Next Steps For PJSCs

Under Resolution 58, PJSCs are subject to disclosure requirements to ensure adequate transparency for the Real Beneficiary.

 

Regulations to Follow

As far as sanctions for incompliance with the Real Beneficiaries regime are concerned, the Cabinet shall issue a list of penalties, based on the proposal submitted by the Minister of Finance.

 

How Can we help?

We’ll be delighted to advise if your entity is subject to this regime and if so, help you identify your Real Beneficiaries and prepare the corporate registers required under this regime.

 

Key Contacts:

Izabella Szadkowska
Partner, Corporate Structuring
i.szadkowska@tamimi.com

Tarek Alayyashi
Associate, Corporate Structuring
t.alayyashi@tamimi.com