Identifying the ultimate beneficial owners is a crucial step to ensure transparency and compliance with legal regulations concerning anti-money laundering and corporate transparency.
📖 Ultimate beneficial owners are individuals who ultimately own or control a company.
The identification methods vary depending on the legal form of the company. 🆘 Below, you will find guidelines for determining who the ultimate beneficial owners of your company are.
💡 Remember that a company can have more than one beneficial owner.
Capital companies: who is the ultimate beneficial owner?
For capital companies (limited liability company, simplified limited liability company, joint-stock company, partnership limited by shares): 👉 the ultimate beneficial owners are individuals who hold a direct or indirect stake of at least 25% in the company.
In the absence of a physical person holding a direct or indirect stake of 25%, follow these criteria in order:
1. Control of the majority of votes that can be exercised at the ordinary general meeting.
2. Control of enough votes to exercise a dominant influence at the ordinary general meeting.
3. Existence of contractual constraints to exercise a dominant influence over the company.
4. Possession of powers of legal representation, administration, or direction of the company.
🌍 And if my company is owned (also indirectly) by a foreign company?
The same criteria apply, ensuring to provide documents that verify the share distribution or, in the absence of a majority partner, who exercises control of the parent company.
Partnerships: who is the ultimate beneficial owner?
For partnerships (simple partnership, general partnership, limited partnership) 👉 all partners are considered ultimate beneficial owners, regardless of the type (e.g., limited or general) and the percentage of capital participation.
🪙 And if my partnership is owned by a capital company?
In this case, the criteria defined above for the capital companies will apply.
Cooperatives: who is the ultimate beneficial owner?
For cooperatives: 👉 the ultimate beneficial owners are the President and, if present, the Vice President.
Associations: who is the ultimate beneficial owner?
For associations: 👉 the ultimate beneficial owners are all the members of the board of directors. Typically, this includes:
- President
- Vice President
- Secretary
- Treasurer
💡Remember that we need to verify these details as per the articles of incorporation and bylaws, and if these are not up-to-date, we will need an updated general assembly minutes reflecting the board positions.