179-4 Requirements relating to Beneficial Ownership Register

(1) A Relevant Person shall keep and maintain a Beneficial Ownership Register within the time specified in subsections (3) and (4), in which the UBO Details in respect of each of its Ultimate Beneficial Owners and (if applicable) the information required under section 179-9 (Ownership through the Exempt entity), shall be recorded. The Relevant Person shall record any changes to this information in the Beneficial Ownership Register within fourteen (14) days of becoming aware of such change.

(1-1) An election may be made in relation to a Private Company for the information, which otherwise would require to be kept in the Beneficial Ownership Register, to be kept by the Registrar. If an election is made under subsection (9), to keep information in the Register kept by the Registrar, subsections (1) to (8) shall not apply.

(2) The Beneficial Ownership Register shall be kept and maintained at the address of the Relevant Person's registered office or any other address in the AIFC notified in Writing by the Relevant Person to the Registrar.

(3) Each Relevant Person in existence at the Commencement Date shall establish a Beneficial Ownership Register within ninety (90) days of such commencement.

(4) Each Relevant Person which comes into existence on or after the Commencement Date shall establish a Beneficial Ownership Register within thirty (30) days of its incorporation or registration.

(5) Subject to section 179-9 (Ownership through the Exempt entity), the Relevant Person shall cause the following information to be entered in its Beneficial Ownership Register in respect of each Ultimate Beneficial Owner:

1. (a) full legal name;
2. (b) residential address and, if different, an address for service of notices under these Regulations;
3. (c) date and place of birth;
4. (d) nationality;
5. (e) information identifying the Person from their passport or other government-issued national identification document acceptable to the Registrar, including:
6. (i) identifying number;

(ii) country of issue; and

(iii) date of issue and of expiry;

1. (f) the date on which the Person became an Ultimate Beneficial Owner of the Relevant Person; and
2. (g) the date on which the Person ceased to be an Ultimate Beneficial Owner of the Relevant Person.

(6) If after having exhausted all reasonable means:

1. (a) no natural person is identified as the Ultimate Beneficial Owner of the Relevant Person; or
2. (b) there is reasonable doubt that that any natural person so identified is an Ultimate Beneficial Owner of the Relevant Person, the Relevant Person shall enter on its Beneficial Ownership Register, the UBO Details of the natural persons who are deemed to be the Ultimate Beneficial Owners pursuant to section 179-1(6).

(7) If a Relevant Person causes an entry to be made in its Beneficial Ownership Register naming a natural person as an Ultimate Beneficial Owner, and the information and particulars were not provided either by that natural person or with his or her knowledge, the Relevant Person shall within thirty (30) days of making the entry, notify the Person whose name has been included in the Beneficial Ownership Register of that fact.

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

(9) A Private Company may make an election to keep information in the Register kept by the Registrar.

(10) An election may be made under this section by:

1. (a) the applicant wishing to incorporate a Private Company under these Regulations; or
2. (b) the Private Company itself once it is incorporated.

(11) In paragraph (b) of subsection (10), the election is of no effect, without prior agreement of all the Shareholders of the Private Company to the making of the election.

(12) An election under this section is made by giving notice of election to the Registrar.

(13) If the notice is given by Person(s) wishing to incorporate a Private Company:

1. (a) it must be given together with the application for the incorporation under section 13; and
2. (b) it must be accompanied by a statement containing all the information prescribed by the Rules.

(14) If the notice is given by the Private Company, it must be accompanied by:

1. (a) a statement by the Private Company that all the Shareholders of the Private Company have assented to the making of the election; and
2. (b) a statement containing all the information prescribed by the Rules to be contained in the Private Company's Beneficial Ownership Register as at the date of the notice in respect of matters that are current as at that date.

(15) An election made under subsection (9) takes effect when the notice of election is registered by the Registrar.

(16) The election remains in force until either:

1. (a) the Private Company ceases to be a Private Company; or
2. (b) a notice of withdrawal sent by the Private Company under subsection (20) is registered by the Registrar, whichever occurs first.

(17) While an election under subsection (9) is in force, a Private Company must continue to keep a Beneficial Ownership Register in accordance with the subsection (5) of section 179-4, containing all the information that was required to be stated in that Register as at the time immediately before the election took effect, but the Private Company does not have to update that Register to reflect any changes that occur after that time.

(18) The date to be recorded in the Register kept by the Registrar is to be the date on which the document containing that information is registered by the Registrar.

(19) During the period when an election under subsection (9) is in force, a Private Company must deliver to the Registrar any information under subsection (5) which the Private Company would, in the absence of any such election, have been obliged under these Regulations to enter in its Beneficial Ownership Register and it must do so as soon as reasonably practicable after any relevant change but in any event within a period of 14 days.

(20) A Private Company may by giving notice of withdrawal to the Registrar withdraw an election made by or in respect of it under subsection (9), where:

1. (a) the withdrawal takes effect when the notice is registered by the Registrar;
2. (b) the effect of withdrawal is that the Private Company's obligation under subsection (1) of section 179-4 to keep and maintain a Beneficial Ownership Register applies from then on with respect to the period going forward;
3. (c) the Private Company must place a note in its Register of Beneficial Ownership—
4. (i) stating that the election under subsection (9) has been withdrawn;

(ii) recording when that withdrawal took effect; and

(iii) indicating that information about its Beneficial Owners relating to the period when the election was in force that is no longer current is available for public inspection on the Register kept by the Registrar.

(21) All notices and information to be delivered to the Registrar under this section must be made in Writing.

(22) Contravention of subsections (9) to (21) is punishable by a fine.

179-5 Application to the Court to rectify the Beneficial Ownership Register

(1) If:

• (a) the name of any Person is, without sufficient cause, entered in or omitted from; or
• (b) no entry is made in; or
• (c) unnecessary delay takes place in:

(i) entering the name of any Person in; or

(ii) removing the name of any Person who has ceased to be a beneficial owner from,

a Relevant Person’s Beneficial Ownership Register, the Person aggrieved, or any other interested party may apply to the Court for rectification of the Beneficial Ownership Register.

(2) Where an application is made under subsection (1), the Court may either:

• (d) refuse the application; or
• (e) order rectification of the Beneficial Ownership Register and if appropriate order payment by the Relevant Person of compensation for any loss sustained by any party aggrieved.

(3) On such an application, the Court may:

• (f) decide any question as to whether the name of any Person who is a party to the application should or should not be entered in or omitted from the Beneficial Ownership Register; and
• (g) decide any question necessary or expedient to be decided for rectification of the Beneficial Ownership Register.

(4) The reference in subsection (1) to “any other interested party” is a reference to:

• (a) any member of the Relevant Person;
• (b) any Person who is an Ultimate Beneficial Owner of the Relevant Person; and
• (c) any Person named as an Ultimate Beneficial Owner of the Relevant Person.