The ultimate beneficial owner (UBO) register is intended to provide further transparency. Beneficial owners of entities (including, for example, trusts and foundations) domiciled in the EU are already required to be documented in a UBO register (that is publicly accessible in some countries). Additional countries are also planning to implement such UBO registers.
Defining the beneficial owner
The UBO register established under the 4th Anti-Money Laundering Directive (AMLD 4) of the EU is a country-specific central register that lists beneficial owners of companies, trusts, foundations, and other legal arrangements similar to trusts. For corporate entities, the beneficial owner is defined as the natural person who ultimately owns or controls, directly or indirectly, more than 25% of the shares or voting rights, or controls the entity through other means.
With regard to trusts and other legal arrangements similar to trusts, the trustees must file in the UBO register the information referred to below of the following persons:
- Protector (if any)
- Beneficiaries or the class of benificiaries
- Any other person who has ultimate control over the entity
Countries determine individually who has access to the register and whether it is publicly accessible. However, at least the following must have access to the UBO register:
- Investigative services, competent authorities, and EU financial intelligence units
- Specific professional groups such as banks, notaries or lawyers conducting client due-diligence services
- Any person or organization that can demonstrate a legitimate interest
In July 2018, the 5th Anti-Money Laundering Directive (AMLD 5) of the EU entered into force. According to the AMLD 5, the register for companies will be made accessible to the general public in early 2020, and the register for trusts and similar legal arrangements will be made accessible to persons with a legitimate interest at the latest on 10 March 2020. An exemption from such access to the register may be allowed in exceptional cases—such as the exposure of the beneficial owner to a risk of fraud, kidnapping, blackmail, violence or intimidation, or when the beneficial owner is a minor or otherwise legally incapable.
[NAME OF THE COMPANY] registered with the Trade Register in (country) under number [NUMBER] and seat in [CITY], (country), and address at [ADDRESS], (country).
Directive 2005/60/EC of the European Parliament and of the Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing defines the beneficial owner in article 3 paragraph 6 as follows:
“beneficial owner” is a natural person who ultimately owns or controls the customer and/or the natural person on whose behalf a transaction or activity is being conducted.
The beneficial owner shall include:
(i) the natural person who ultimately owns or controls a legal entity through direct or indirect ownership or control over a sufficient percentage of the shares or voting rights in that legal entity, including through bearer share holdings, other than a company listed on a regulated market that is subject to disclosure requirements consistent with Community legislation or subject to equivalent international standards; a percentage of 25% plus one share shall be deemed to meet this criterion;
(ii) the natural entity who otherwise exercises control over the management of a legal entity.
On the basis of this definition, on [DATE] the ultimate beneficial owner of [NAME OF THE COMPANY] is:
- [NAME], born in [PLACE OF BIRTH], on [DATE OF BIRTH], residing at [ADDRESS],, having the [NATIONALITY] nationality, with the identification document number [NUMBER] issued on [DATE] at [PLACE/COUNTRY] holding a percentage of [PERCENTAGE] in [NAME OF THE COMPANY].
We will inform Point Law Ltd immediately in case that:
- The number of Ultimate Beneficial owners changes and will give the new number;
- The information that was given on one or more Ultimate Beneficial owner(s) changes.
[NAME OF THE COMPANY]
Function: [general counsel] [managing director]