Rules & Regulations

SPC Free Zone rules and regulations

Rules, Regulations and Policies

Regulatory framework to help you operate with confidence

Ultimate Beneficial Owner, or UBO (as it is commonly known), refers to the identification of a company's beneficial owners. Verification is an integral component of the SPC Free Zone review process during the onboarding procedure.

What is an Ultimate Beneficial Owner ?

Cabinet Decision No. (58) of 2020 Regulating the Beneficial Owner Procedures

Cabinet of Ministers Resolution No.58 of 2020 Regulating the Beneficial Owner Procedures

Concerning the Administrative Penalties against Violators of The Provisions of the Cabinet Resolution No. (58) of 2020 Concerning the Regulation of Beneficial Owner Procedures

Cabinet Resolution No 53 of 2021 Concerning the Administration Penalties

A nominee shareholder is the registered owner of shares held for the benefit of another person. A nominee director is a director appointed to the board of a company to represent the interests of his/her appointer on that board. In some cases, a nominee may hold the position of director or shareholder in name only on behalf of someone else.

Nominee Shareholder/Director - formal or informal


Natural Person

Each new customer who is a natural person that opens a personal account should be asked for the following.

  • Legal name (first and last) and any other names used (such as maiden name, former legal name or alias)
  • Complete residential address and, on the basis of risk, also the business address or post office number
  • Landline or mobile telephone numbers and email address
  • Date and place of birth, and gender
  • Nationality and residency status
  • The date on which a person became the beneficial owner
  • Total number of shares/equity held

Legal Person

The Legal Person shall be licensed or registered in the United Arab Emirates and shall, while submitting its licensing or registration application, provide the Registrar with the following basic data:

  • Name, legal form, and memorandum of association
  • Head office address or the principal address of the business and, in case of a foreign Legal Person, the name and address of its legal representative in the United Arab Emirates, with proof thereof
  • Articles of Association or any other similar documents approved by the Relevant Entity in the United Arab Emirates
  • Names of the relevant persons who are holding higher management positions in the Legal Person, providing their data from their passports or identity cards, including such documents’ numbers, issuance and expiry dates, and issuing entity

The Legal Person may not be licensed or registered under a trade name that is previously registered in the United Arab Emirates or in a similar name to the extent that it may lead to confusion.

The Legal Person shall not use a name other than its registered name, and such name must be followed by the legal form of the legal person. The Legal Person may submit an application to the Registrar to change its trade name and in case of approval, the legal person shall not use the canceled name. All correspondence and documents of the Legal Person shall clearly state its trade name and address in the State.

The Legal Person shall have a clear, detailed, and registered address in the United Arab Emirates and notify the Registrar thereof. Such address shall be used in all correspondence and notices to be served on the Legal Person.

For legal people that are not natural people or legal arrangements, the following information should be obtained.

  • Name, legal form status and proof of incorporation of the legal person
  • Permanent address of the principal place of the legal person’s activities
  • Mailing and registered address of legal person
  • Registered number (LEI)
  • Contact telephone numbers
  • Identity of the beneficial owners
  • Total number of shares/equity held

What is a DNFBP?

DNFBP stands for “Designated Non-Financial Business and Professions”(DNFBP). Certain types of “non-financial” businesses have been identified as being susceptible to money laundering and terrorist financing due to the nature of their business and the transactions with activity that they may conduct. The following class of persons whose business or profession is carried on in or from within UAE is a DNFBP:

  • Real estate developers and agents that carry out transactions with a customer involving the buying or selling of real property;
  • Dealers in precious metals and dealers in precious stones;
  • Law firms, notary firms and other independent legal businesses;
  • Accounting firms, audit firms or insolvency firms;
  • Company service providers that carry out any of the following activities for a customer:
    1. acting as a formation agent of legal persons;
    2. acting as (or arranging for another person to act as) a director or secretary of a company, a partner of a partnership, or a similar position in relation to other legal persons
    3. providing a registered office, business address or accommodation, correspondence or administrative address for a company, a partnership or any other legal person or arrangement
    4. acting as (or arranging for another person to act as) a nominee shareholder for another person

These include identifying and assessing ML/FT risks :

  • Establishing, documenting, and updating policies and procedures to mitigate the identified ML/FT risks
  • Maintaining adequate risk-based Client Due Diligence (CDD) and ongoing monitoring procedures
  • Identifying and reporting suspicious transactions
  • Putting in place an adequate governance framework for AML/CFT, including appointing an AML/CFT Compliance Officer, and ensuring adequate staff screening and training
  • Maintaining adequate records related to all of the above and
  • Complying with the directives of the Competent Authorities of the State in relation to the United Nations Security Council resolutions under Chapter VII of the Charter of the United Nations, as well as in relation to Cabinet Decision No. (20) of 2019 Regarding Terrorism Lists Regulation and Implementation of UN Security Council Resolutions On the Suppression and Combating of Terrorism, Terrorists Financing & Proliferation of Weapons of Mass Destruction, and Related Resolutions
  • Cooperate with the Executive Office and the relevant Supervisory Authority in verifying the accuracy of the submitted information.
  • Implement the freezing cancellation or lifting decision, when appropriate, without delay, pursuant to Related UNSCR or decisions of the Cabinet regarding issuance of Local Terrorist List.
  • Set and implement: Internal controls and procedures to ensure compliance with the obligations arising from Cabinet Resolution No. 74 of 2020.

Policies and procedures that prohibit staff from, directly or indirectly, informing the Client or any third party that freezing action or any Other Measures are going to be implemented as per provisions of Cabinet Resolution No. 74 of 2020.

The Ministry of Economy, as the supervisory authority, is entrusted with the supervision of the ‘Designated Non-financial Businesses and Professions’ (DNFBPs) sector at the state level and commercial free zones in order to combat money laundering and financing of terrorism.


Registration of Designated Non-Financial Companies on goAML Portal is Mandatory

All Designated Non Financial Businesses and Professions are required to register on the goAML portal.

The goAML portal is an integrated platform used to file Suspicious Transaction Reports (and/or Suspicious Activity Reports). Under Federal Decree-Law No 20 of 2018 and Article 20 (2) of Cabinet Decision No 10 of 2019, it is obligatory to have procedures in place to report suspicious transactions to manage anti-money laundering. This system allows companies to help authorities identify criminal and suspicious activity. Failure to register on goAML may result in severe penalties invoked by the Ministry of Economy.

If you have not completed your application, please do so at the earliest to gain access to the goAML system.

Does your company fall under DNFBP legislation?

  1. Are you involved in the production of precious metals or precious stones? Are you an intermediate buyer or broker, precious stone cutter and polisher, precious metal refiner, and/or a jewellery manufacturer who uses precious metals and precious stones to retail sellers to the public or buyers and sellers in the secondary and scrap markets, which include gold, silver, platinum, diamonds etc..?
  2. Are you involved in providing company establishment and / or business administration services to third parties? For example, company or legal person set up / formation, providing third party services, business administration, providing registered business address services etc.
  3. Does your company conduct legal consulting activities?

Required documents:

  • Authorisation letter from the institution you represent
  • A copy of your passport, resident visa, and Emirates ID
  • A copy of the commercial trade license (for companies)
  • Download the ‘Google Authenticator’ application on your phone. (This application contains the password for the SACM protection system, which will change every minute)

As part of the UAE’s commitment as a member of the OECD Inclusive Framework, and in response to an assessment of the UAE’s tax framework by the European Union Code of Conduct Group on Business Taxation, the UAE issued Economic Substance Regulations (Cabinet of Ministers Resolution No. 31 of 2019), (the “Regulations”) on 30 April 2019.
Guidance on the application of the Regulations was issued on 11 September 2019 (Ministerial Decision No. 215 of 2019), and Cabinet Decision No. 58/2019 on the Determination of Regulatory Competencies lists the Regulatory Authorities tasked with the administration and enforcement of the Regulations.
Amendments to the Regulations were made by Cabinet of Ministers Resolution No. (57) of 2020 on 10 August 2020, and updated Guidance was issued on 19 August 2020 (Ministerial Decision No. (100) of 2020.
The Regulations require UAE onshore and free zone companies and certain other business forms that carry out any of the defined “Relevant Activities” listed below to maintain and demonstrate an adequate “economic presence” in the UAE relative to the activities they undertake (“Economic Substance Test”).

Relevant Activities:

  • Banking Business
  • Insurance Business
  • Investment Fund management Business
  • Lease -Finance Business
  • Headquarters Business
  • Shipping Business
  • Holding Company Business
  • Intellectual Property Business (“IP”)
  • Distribution and Service Centre Business