179-1 Meaning of Ultimate Beneficial Owner

(1) In this Part, a reference to an “Ultimate Beneficial Owner” of a Relevant Person is a reference to a natural person (other than a person acting solely in the capacity of a professional adviser or professional manager) who:

• (a) in relation to a company:

(i) owns or controls (directly or indirectly) Shares in the share capital of the company or other Ownership Interests in the Relevant Person of at least 25%;

(ii) owns or controls (directly or indirectly) voting rights in the Relevant Person of at least 25%;

(iii) owns or controls (directly or indirectly) the right to appoint or remove the majority of the Directors of the Relevant Person; or

(iv) has the legal right or through other ownership interests to exercise, or actually exercises, significant control or influence over the activities of the company; or

• (b) in relation to a partnership, has the legal right to exercise, or actually exercises, significant control or influence over the activities of the partnership;
• (c) in relation to a Foundation or a Non-Profit Incorporated Organisation, has the legal right to exercise, or actually exercises, significant control or influence over the activities of the Governing Body, Person or other arrangement administering the property or carrying out the objects of the Foundation, or Non-Profit Incorporated Organisation; or
• (d) in relation to a Trust, is defined in the AIFC Trust Regulations.

(2) Beneficial ownership may be traced through any number of Persons or arrangements of any description.

(3) If 2 or more natural persons jointly own or control an interest in a Relevant Person in accordance with subsection (1), each of them is treated for the purposes of these Regulations as owning or controlling that interest.

(4) A Relevant Person may have any number of natural persons each identified as its Ultimate Beneficial Owner.

(5) If no natural person is identified as an Ultimate Beneficial Owner of a Relevant Person under subsection (1), any natural person upon whose instructions the Relevant Person or its Governing Body is required or is accustomed to act, shall be an Ultimate Beneficial Owner.

(6) If there is no Ultimate Beneficial Owner of a Relevant Person under either of subsection (1) or (5), each:

• (a) natural person that is a member of its Governing Body; and
• (b) Ultimate Beneficial Owner of a body corporate member of its Governing Body, shall be deemed to be an Ultimate Beneficial Owner of the Relevant Person.

179-2 Ultimate Beneficial Ownership information

(1) Each Relevant Person shall at all times take reasonable steps to obtain, maintain and hold adequate, accurate and current UBO Details in relation to each of its Ultimate Beneficial Owners and (if applicable) the information required under section 179-9 (Ownership through an exempt entity).

(2) A Relevant Person shall be taken to have obtained, and shall hold, all information in relation to its Ultimate Beneficial Owners which is supplied to the Registrar in connection with its application for incorporation, formation, registration or continuation, as the case may be.

(3) A Relevant Person who is provided with a share transfer or other document relating to a change in ownership shall not register, recognise or give effect to that transfer or document, unless it is also provided with a statement by or on behalf of the transferee, which states:

• (a) whether the transfer will result in a change in the Ultimate Beneficial Ownership of the Relevant Person;
• (b) if it will result in such a change, the nature of the change; and
• (c) the UBO Details in respect of each new Ultimate Beneficial Owner, as a result of the change.

179-3 Notice in respect of Ultimate Beneficial Ownership

(1) Without prejudice to the generality of section 179-2(1) (Ultimate Beneficial Ownership information), a Relevant Person shall, subject to subsection (3), give any Person it has reasonable cause to believe is an Ultimate Beneficial Owner and whose UBO Details are not correctly or fully recorded on its Beneficial Ownership Register, the notice referred to in subsection (2).

(2) The notice referred to in subsection (1) is a Written notice that:

• (a) states that it is given under these Regulations;
• (b) sets out the relevant UBO Details that the Relevant Person reasonably knows or believes to be the relevant particulars and leaves a space in the appropriate place to indicate that a relevant particular is not known;
• (c) requests the addressee to:

(i) state whether or not he or she is a beneficial owner of the Relevant Person;

(ii) confirm or correct any particulars that are included in the notice; and

(iii) supply any particulars that are missing; and

• (d) states that should the addressee fail to comply with the notice within thirty (30) days of receipt of the notice, the notified particulars will be entered in the Beneficial Ownership Register maintained by the Relevant Person.

(3) A Relevant Person is not required to give a notice under subsection (1), if:

• (a) it has already been supplied with all the required UBO Details by that Person or with the knowledge of that Person; or
• (b) the Relevant Person has made an inquiry (whether formal or informal) as to a natural person’s status as an Ultimate Beneficial Owner of it, and thirty (30) days has not elapsed since the making of those enquiries.

(4) For the purpose of identifying natural persons who are Ultimate Beneficial Owners, a Relevant Person is entitled to rely in good faith, without further enquiry, on the response of a Person to whom a notice was given under subsection (1), unless the Relevant Person has reason to believe that the response is misleading or false.

(5) Contravention of subsection (1) is punishable by a fine.

(6) A Person who provides information that is false or misleading in a material particular in relation to a notice given under subsection (1) shall be liable to a fine.