Where a company is a CLG, who is deemed to be a beneficial owner for the purposes of the beneficial ownership register?

Since November 2016, all corporate entities (Companies and Co-Ops) are required to have in place a Register of Beneficial Ownership. This is governed by the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2016.

A Beneficial Owner is defined in the regulations as someone who directly or indirectly has control of 25% or more of the company’s voting rights whether through the holding of ordinary share capital or control of same (Section 2 (1) of SI 560/2016 with reference to the 4^th EU Anti Money Laundering Directive Regulation 6 refers).

It is important to realise that only a natural person can be a beneficial owner

– A natural person who is a trustee can be a beneficial owner

– Senior managing officials who have no shareholding in an entity can be its beneficial owners

– A beneficial owner must ultimately own or control the entity

In this instance as there is no one party that holds/controls 25% or more in the voting capital of the company, then under S.I. 560/2016 the board of directors are considered to be the beneficial owners for the purposes of the beneficial ownership register. One member of the board cannot be nominated, the whole board must be included as the beneficial owners.