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The position
Under the Beneficial Ownership and Control Regulations, disclosure follows control, not the register.
Under the Beneficial Ownership and Control Regulations, disclosure follows control, not the register. The regime is built to reach the natural person who ultimately owns or controls an entity through whatever layers sit in between, and to keep that person on a maintained record that is filed with the Registrar and gated at the share transfer.
The entry test is familiar: for a company or a limited liability partnership, a beneficial owner is any natural person who owns, directly or indirectly, 25 percent or more of the shares, and, tested independently, any natural person who controls it, with a fallback to a senior officer where neither limb identifies anyone (Beneficial Ownership and Control Regulations 2022, Schedule 1, paragraphs 1(1) and 1(1A), current as at 5 July 2026). That headline is the entry point, not the substance. The substance is the machinery in the rest of the Schedule, which treats shares held through a chain as held by the person at the top, treats shares held by a nominee as held by the person behind the nominee, aggregates the holdings of family members and of parties to a joint arrangement, and attributes rights to the person who controls their exercise. This machinery is what makes the regime reach the real controller rather than the registered holder, and it is the reason this instrument matters to the liability analysis in the companion articles: where the register shows one name and the economics belong to another, the Beneficial Ownership and Control Regulations are the instrument built to surface the other.
The regime is drafted, on its own recital, to align the ADGM with the standards of the Financial Action Task Force and the OECD, and it should be read as a transparency-and-enforcement regime rather than a liability one. It does not make a beneficial owner liable for the entity’s debts. It makes the entity, and in defined cases the beneficial owner and the nominee, answerable for identifying, recording, filing and keeping current the truth about who is behind the company.
The regime applies to an “ADGM Person,” and the definition is wider than “company.”
An ADGM Person is a company incorporated under the Companies Regulations, a limited liability partnership, a limited partnership that has elected legal personality, a foundation, and, since the 2026 amendment, a branch registered under the Conditions of Licence and Branch Registration Rules, being the branch of a body corporate incorporated outside the ADGM (Beneficial Ownership and Control Regulations 2022, section 33(1), current as at 5 July 2026). The inclusion of branches is recent and reverses the earlier position, so a general summary describing branches as outside the regime is now out of date; the current instrument brings them in, with the qualification that a branch is not a separate legal person and the disclosure obligation therefore attaches to the foreign legal person to which the branch relates (Schedule 1, paragraph 15(3)). One carve-out runs the other way: for the nominee-director provisions specifically, the branch is read out of the definition, so a registered branch does not carry the nominee-director duties (section 33(4)).
The definition of the entity’s “officers” and “members” is mapped form by form, so the fallback tests in Section III land on the right person: the officers of a company are its officers within the Companies Regulations meaning, of an LLP its designated members, of a limited partnership with personality the general partner or that partner’s own officers, and of a foundation its founder, councillor or guardian (section 33(2)); members are defined in parallel (section 33(3)). The practical point is that the regime does not stop at companies, and for each vehicle it knows where to look when share ownership does not answer the question.
The definition of beneficial owner runs in a cascade, and each rung should be read in turn rather than collapsed into the 25 percent headline.
For a company or LLP the first rung is ownership: any natural person who owns, directly or indirectly, 25 percent or more of the shares (Schedule 1, paragraph 1(1)(a)). The second rung is control, and it is tested “irrespective of whether a natural person is identified” under the ownership limb, so control is an independent route in, not a tie-breaker (paragraph 1(1)(b)). Control is then given a closed definition: a natural person has control of a company if he holds or may exercise, directly or indirectly, 25 percent or more of the voting rights, or holds the right to appoint or remove a majority of the board (paragraph 1(2)(a)); for an LLP the test is 25 percent or more of the voting rights in its conduct and management (paragraph 1(2)(b)). The definition is worth reading closely for what it does not contain: there is no open-ended “significant influence” limb, so on the text a person who neither crosses the 25 percent voting threshold nor holds board-appointment rights is not a controller by virtue of influence alone. The third rung is the fallback: if no natural person is identified under either the ownership or the control limb, the beneficial owner is any natural person who is a senior officer of the company or LLP (paragraph 1(1A)). A partnership that is not an LLP is treated on parallel lines, by 25 percent of capital, profits or voting rights, with the same officer fallback (paragraph 1(3)).
One carve-out sits across the whole test and removes the obligation to look further in defined cases. Where the person who would be the beneficial owner is itself a listed company, a company wholly owned by the UAE federal or an Emirate government, a company created by Emiri decree, or a company wholly owned by a government or government agency of a jurisdiction the Registrar recognises, that company is treated as the beneficial owner of the ADGM Person, and the natural-person look-through stops there (Schedule 1, paragraph 1(4)). The rationale is that the transparency the regime seeks is already delivered by the listing or by public ownership; the effect for a firm is that a chain terminating in such a company terminates the identification exercise at that company.
The general rules in Section III would be easy to sidestep through intermediaries if the Schedule stopped there. It does not. The operative content of this regime is in the deeming rules that follow, and they are drafted precisely to defeat the layering that a nominee or holding structure introduces.
Shares and rights held “indirectly” are attributed up a chain: a person holds a share indirectly if he has a majority stake in a person that sits in a chain of majority stakes ending in the holder of the share (Schedule 1, paragraph 4). Joint interests are shared: where two or more persons hold a share jointly, each is treated as holding it (paragraph 5). Joint arrangements are aggregated: where holders agree to exercise their rights together in a pre-determined way, each is treated as holding the combined rights, and “arrangement” expressly includes any understanding, whether or not legally enforceable, and any custom or practice (paragraph 6). Family holdings are aggregated automatically: a natural person, that person’s spouse, their children under 18 and any other person living with them are deemed to operate under a joint arrangement and must aggregate their holdings (paragraph 6(4)), which means a shareholding split across a household is read as a single holding for the 25 percent test. Nominee holdings are looked through: a share held by a person as nominee for another is treated as held by the other and not by the nominee (paragraph 10). Controlled rights are attributed to the controller: where a right is exercisable only by a person, or on his directions, or with his consent, the right is treated as held by that person rather than by the formal holder (paragraph 11). Rights held as security are attributed to the provider of the security in defined cases (paragraph 13).
Two of these rules carry a qualification a reader must not miss. Rights that are exercisable only in certain circumstances count only once those circumstances have arisen, or where they are within the control of the person holding them (Schedule 1, paragraph 12(1)); and, importantly for a distressed entity, rights exercisable by an administrator or by creditors while the entity is in insolvency proceedings are not counted even while those proceedings run (paragraph 12(2)). The effect is that a lender or an administrator whose control rights crystallise only on default or insolvency is not thereby a beneficial owner during ordinary trading, and is expressly excluded during the insolvency itself. Read together, paragraphs 4 to 13 are the reason the regime reaches the person who structured the layering; the 25 percent figure is merely the threshold those attribution rules feed into.
The regime addresses head-on the arrangement the liability articles could only flag: the person who directs a company without appearing as its owner. It does so through a dedicated nominee-director regime that sits alongside the beneficial-owner rules.
A director is a nominee director if he is under an obligation to act in accordance with the directions, instructions or wishes of another person (Beneficial Ownership and Control Regulations 2022, section 3(1), current as at 5 July 2026). Where an ADGM Person has a nominee director it must take reasonable steps to ascertain the true, accurate and complete identity of the person on whose behalf that director acts, looking through to the natural-person beneficial owner if that person is not itself a natural person (section 3(2)), and it must keep a record of nominee directors with prescribed particulars for both the nominee and the person behind him (sections 3(3), 3(5) and 3(6)). The duty is not left to the company alone: the nominee director must, within 15 days of becoming a nominee, inform the company that he is a nominee and supply the information about the person for whom he acts (section 3(7)), must report any change within 15 days (section 3(8)), and must report ceasing to be a nominee within 15 days (section 3(9)). The definition turns on obligation, not on formality, so a director who is in substance bound to act on another’s wishes is a nominee whether or not any document says so, which is the point at which this section reaches the “clean name on the board” that a structuring arrangement relies on. The one limit, noted in Section II, is that a registered branch does not carry these nominee-director duties (section 33(4)).
The regime turns identification into a set of continuing duties, and the operative enforcement point among them is a gate on the share transfer.
An ADGM Person must take reasonable steps to obtain its beneficial-owner information, including by written request to any person it has reasonable grounds to believe is a beneficial owner, who then has 15 days to respond (section 1); must keep a record of beneficial owners, established within one month of its own establishment, holding the required particulars the regulation lists (section 2, with the particulars in section 2(4)); and must keep that record, and the nominee-director record, true, accurate, complete and up to date (section 4). “Relevant change” is defined to include a share transfer that renders a person a beneficial owner, a person ceasing to be one, a new beneficial owner or nominee, and a change in the person for whom a nominee acts (section 4(3)). The gate is section 4(8): the ADGM Person must not register, recognise or give effect to a share transfer unless it is also provided with a statement, by or on behalf of the transferee, that states whether the transfer will change the record of beneficial owners, the nature of any change, and the required particulars of each new beneficial owner. That provision is the practical mechanism by which the register cannot move ahead of the beneficial-ownership record: the transfer does not take effect until the truth about the incoming owner is supplied.
The remaining duties push the information outward and preserve it. The entity must submit its records to the Registrar within one month of establishment (section 5), notify the Registrar of any relevant change within 15 days (section 6), keep the information secure and confidential (section 7), and, on dissolution, termination or strike-off, ensure the records are retained for a minimum of six years (section 8). Late filing against the deadlines in sections 5 and 6 carries a late-filing fine, examined with the other penalties in Section VII.
The register the regime builds is not a public one, and the enforcement runs through the Registrar rather than through private liability.
The Registrar maintains a Register of Beneficial Owners of Legal Persons and Nominee Directors (section 17), and the default is confidentiality: the Registrar must take all reasonable steps to keep the Register secure and, on application, will disclose to a person only the information on the Register that relates to that person (section 17(4)). Wider disclosure is tightly channelled: information may be disclosed only in accordance with section 967 of the Companies Regulations (section 18(1)), and a Financial Institution or a Designated Non-Financial Business or Profession may obtain a certificate confirming an entity’s beneficial owners only where the Registrar is satisfied the disclosure is necessary for an anti-money-laundering purpose and the entity has given prior written consent (section 18(2) and (3)). So the regime collects the truth centrally while restricting who may see it, which is the balance FATF-aligned regimes generally strike between transparency to authorities and confidentiality from the public. The Registrar also holds investigative and supervisory powers, including the power to require direct access to an entity’s records (section 11(1)(a)) and to demand information and documents by written notice (section 19), and a distinct power, where a beneficial owner is sanctioned or is involved in criminal or regulatory proceedings and the Registrar considers his continued status prejudicial, to recommend the entity remove him, failing which the Registrar may move to cancel the licence or strike the entity off (section 26).
The penalties are administrative and are set by reference to a Fines Scale. Knowingly or recklessly delivering false or misleading information to the Registrar is a contravention carrying a fine not exceeding level 8 on the Fines Scale (section 23); a general contravention of the regime carries a fine imposed under the Administrative Regulations procedure and not exceeding level 9 (section 24, as amended); and a late filing carries a fine not exceeding level 4 (section 25). These are levels rather than figures: the dirham amount attaching to each level is fixed by the Fines Scale in Schedule 1 of the Administrative Regulations 2025, which is not reproduced here, so the level is stated as the primary rule and the monetary amount requires that scale before it is relied on. Two adjacent regimes are named for completeness and are outside this article’s scope: the beneficial ownership of trusts, which Part 3 addresses by empowering the Registrar to require information from a resident or ADGM-connected trustee (sections 12 to 16), and of foundations, which the Schedule addresses through a parallel test keyed to the founder, council, guardian, beneficiaries and controllers (Schedule 1, paragraph 3). The federal onshore beneficial-ownership regime is a separate instrument administered outside the ADGM and is not examined here; a group that spans the ADGM and onshore is subject to both, and reconciling the two identification exercises is a matter for the cross-border analysis rather than for this regime alone.
Most of this regime is settled, and it is settled in the primary text. The two-limb ownership-and-control test and the officer fallback are settled (Schedule 1, paragraphs 1(1) and 1(1A)). The deeming machinery that gives the regime its reach is settled (paragraphs 4 to 13). The nominee-director regime is settled (section 3). The continuing duties and the share-transfer gate are settled (sections 1, 2, 4 and 4(8)). The confidentiality of the Register and the channels for disclosure are settled (sections 17 and 18), as is the enforcement architecture (sections 23 to 26).
What is open is narrower than in the liability analysis. The closed definition of control means the boundary case is a person with real influence who holds neither 25 percent of the votes nor board-appointment rights; on the text such a person is not a controller, and whether the Registrar would nonetheless pursue identification through the “control” limb in a given structure is a question of application the text does not resolve. The dirham value of each penalty level is not fixed within this regime and turns on the Administrative Regulations 2025 Fines Scale, which must be consulted before any figure is relied on. And the interaction with the federal onshore beneficial-ownership regime, for a group that operates on both sides of the ADGM boundary, is a genuine two-regime question that this instrument does not answer on its own.
What is moving is the instrument itself, at an unusual cadence. The Regulations were enacted in 2022 to replace the 2018 regime and have been amended in 2023, twice in 2024, twice in 2025 and twice in 2026, most recently by a wholesale renumbering on 26 June 2026 and, shortly before it, by the April 2026 amendment that brought registered branches into scope and repointed the fines onto the Administrative Regulations 2025 Fines Scale. The section numbers used here are the post-26-June-2026 numbering, and any citation of this regime carried over from an earlier reference should be checked against that renumbering. The practical discipline the cadence teaches is the one the whole framework rewards: cite the regime as it stands at the point of reliance, against the current consolidated text, because in this jurisdiction the numbering and the scope both move within a year.
The answer to the question in the title is therefore not a single figure. The beneficial owner of an ADGM entity is the natural person the deeming machinery arrives at once ownership, control, nominee holdings, chains, joint arrangements and family aggregation are worked through, or the senior officer where that machinery identifies no one, and the entity must find that person, record him, file him, keep him current, and refuse to move a share transfer ahead of the truth about who is coming in.
For your facts, in confidence, put the question to the firm.
The bench stands behind it