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HMRC internal manual

Money Laundering Regulations: Registration

Fit and Proper Test: Beneficial Owner in a Corporate Body

For a corporate body that is not a company whose securities are listed on EEA regulated market, a beneficial owner is any individual who:

  • owns or controls over 25% of the shares or voting rights  
  • ultimately owns or controls whether directly or indirectly including bearer shares holdings or other means, more than 25% share or voting rights in the business
  • holds the right, directly or indirectly, to appoint or remove a majority of the board of directors
  • has the right to exercise, or actually exercises, significant influence or control over the corporate body
  • exercises ultimate control over the management
  • controls the corporate body

If shares or rights are held by a nomineee, the beneficial owner will be the person for whom the nominee is acting. This is the person who exercises ultimate control over the business.

Similarly, if shares and rights are held indirectly, i.e. when a legal entity holds the shares or rights and someone has a majority stake in that legal entity. The beneficial owner will be the person who has the majority stake and exercises ultimate control over the legal entity.

Where joint interests or joint arangements are concerned, each persons holds the total number of shares held by all of them.  So, if two or more people hold jointly more than 25% of the shares or voting rights, each of them is a beneficial owner.

More information can be found in section 4.11 and 4.12 of the Guidance