As UAE businesses expand regionally and globally, complex group structures—with multiple subsidiaries, holding companies, offshore entities, and nominee arrangements—have become increasingly common. While these structures can be commercially legitimate, they also introduce heightened AML risks.

In 2025, UAE regulators are paying close attention to how companies identify ownership, assess risk, and maintain control across group structures. For DNFBPs and high-risk sectors such as real estate, weak oversight of group entities is now a frequent trigger for inspections, remediation orders, and penalties.

This article explains the AML implications of complex group structures in UAE companies, why real estate is particularly exposed, how the risk-based approach (RBA) applies, and what regulators expect businesses to demonstrate in 2025.

What Are Complex Group Structures?

A complex group structure typically includes:

• Holding companies and multiple operating subsidiaries

• Entities incorporated across different jurisdictions

• Layered ownership or cross-shareholdings

• Trusts, foundations, or nominee shareholders

• Related-party transactions across the group

While these structures may support tax planning, investment, or operational efficiency, they can also obscure beneficial ownership and financial flows, which is a core AML concern.

Why Complex Structures Raise AML Red Flags

From a regulatory perspective, complexity itself is not illegal—but unnecessary or unexplained complexity is risky.

Regulators associate complex group structures with:

• Difficulty identifying Ultimate Beneficial Owners (UBOs)

• Increased risk of shell or dormant entities

• Cross-border movement of funds with limited transparency

• Inconsistent AML controls across group companies

In 2025, UAE regulators expect companies to clearly explain and control their structures, not merely disclose them.

Why Real Estate Groups Face Higher Scrutiny

Real estate groups often use complex structures to:

• Hold assets in separate SPVs

• Facilitate joint ventures

• Manage cross-border investments

• Ring-fence liabilities

Criminals also exploit these same features because:

• High property values allow large sums to move in a single transaction

• Layered ownership can hide the real controlling party

• Lower historic regulation compared to banking creates gaps

• Asset conversion makes illicit funds harder to trace or seize

In several countries, misuse of complex property-holding structures has inflated prices, distorted markets, and harmed communities. This explains why UAE regulators closely examine group-level AML governance in real estate businesses.

The Risk-Based Approach and Group Structures

The risk-based approach (RBA) is central to how regulators assess complex structures.

Under guidance from the Financial Action Task Force (FATF), businesses must:

• Identify money laundering and terrorist financing risks

• Assess their likelihood and impact

• Apply controls proportionate to those risks

For group structures, this means:

• Higher scrutiny where ownership is layered or cross-border

• Enhanced due diligence for opaque jurisdictions

• Stronger controls over intra-group transactions

• Clear justification for structural complexity

If a structure increases risk, regulators expect stronger AML controls, not business-as-usual treatment.

Key AML Risks Within Complex Group Structures

1. Beneficial Ownership Identification

One of the most common regulatory findings is failure to:

• Identify the natural persons exercising ultimate control

• Verify ownership across multiple layers

• Keep UBO information current

Incomplete ownership mapping is treated as a serious AML failure.

2. Inconsistent AML Controls Across the Group

Group companies may operate with:

• Different AML policies

• Varying levels of staff training

• Uneven monitoring standards

Regulators increasingly expect group-wide AML consistency, especially where risks are similar.

3. Intra-Group Transactions and Fund Flows

Complex groups often move funds between entities for:

• Financing

• Management fees

• Asset transfers

Without proper controls, these transactions can:

• Mask illicit fund movement

• Obscure source of funds

• Bypass standard customer checks

4. Jurisdictional Risk Exposure

Groups with entities in multiple jurisdictions face:

• Differing AML standards

• Varying enforcement quality

• Higher exposure to regulatory arbitrage

UAE regulators expect companies to apply the highest standard, not the weakest, across their group.

Regulatory Expectations in the UAE

AML/CFT supervision in the UAE is led by the Anti-Money Laundering and Combating the Financing of Terrorism Supervision Department (AMLD) under the Central Bank of the UAE (CBUAE).

Since 2020, regulators have:

• Increased scrutiny of group governance structures

• Required clear documentation of ownership and control

• Challenged unexplained complexity

• Linked penalties to weak group-level oversight

In 2025, inspections frequently test whether AML controls operate across the entire group, not just within one UAE entity.

Special Focus on Emerging and Weakly Regulated Markets

Complex group structures involving:

• Newly established entities

• Rapidly expanding real estate markets

• Jurisdictions with weak enforcement

are subject to heightened scrutiny.

Regulators pay close attention to whether such structures are being used to:

• Avoid transparency

• Dilute accountability

• Exploit regulatory gaps

Strong governance is essential to prevent these risks.

Practical Steps to Manage AML Risk in Group Structures

To meet regulatory expectations, UAE companies should:

• Map full ownership and control structures clearly

• Maintain updated UBO registers across the group

• Apply group-wide AML policies and standards

• Strengthen oversight of intra-group transactions

• Conduct enhanced due diligence on high-risk entities

• Regularly review structure-related AML risks

Many organizations engage experienced AML advisors to assess whether their group structures align with regulatory expectations and inspection trends.

Why Strong Group Governance Reduces AML Penalty Risk

Effective governance of complex structures:

• Improves transparency and audit readiness

• Reduces risk of regulatory penalties

• Strengthens relationships with banks and partners

• Enhances investor confidence

In 2025, regulators increasingly view opaque or poorly governed structures as high-risk by default.

Complex group structures are a commercial reality for many UAE businesses—but they also carry significant AML implications. Regulators now expect companies to understand, explain, and control the risks created by structural complexity.

For real estate groups and other high-risk sectors, applying a risk-based approach at the group level is no longer optional. Businesses that proactively strengthen governance, transparency, and oversight will be far better positioned to withstand regulatory scrutiny and operate confidently in the UAE’s evolving AML landscape.