Concise Accountancy

Accountants and Registered Auditors

Overseas Entities

Beneficial owner

The Economic Crime (Transparency and Enforcement) Act 2022 defines a beneficial owner for the purpose of the Register of Overseas Entities. Under this law, a beneficial owner is any individual or entity that has significant influence or control over the overseas entity.

For this purpose, It can be:

  • an individual person
  • another legal entity, such as a company
  • a government or public authority
  • a trustee of a trust
  • a member of a firm that is not a legal person under its governing law

In addition, you must register any beneficial owner that meets one or more of the following conditions known as the ‘natures of control’.

The beneficial owner is an individual person, other legal entity, government or public authority and:

  • holds, directly or indirectly, more than 25% of the shares in the entity
  • holds, directly or indirectly, more than 25% of the voting rights in the entity
  • holds the right, directly or indirectly, to appoint or remove a majority of the board of directors of the entity
  • has the right to exercise, or actually exercises, significant influence or control over the entity

The beneficial owner is a trustee of a trust and:

  • the trustees of that trust (in their capacity as such) hold, directly or indirectly, more than 25% of the shares in the entity.
  • the trustees of that trust (in their capacity as such) hold, directly or indirectly, more than 25% of the voting rights in the entity.
  • the trustees of that trust (in their capacity as such) hold the right, directly or indirectly, to appoint or remove a majority of the board of directors of the company.
  • the trustees of that trust (in their capacity as such) have the right to exercise or actually exercise, significant influence or control over the company.

The beneficial owner is a member of a firm that is not a legal person under its governing law and:

  • The members of that firm (in their capacity as such) hold, directly or indirectly, more than 25% of the shares in the entity
  • the members of that firm (in their capacity as such) hold, directly or indirectly, more than 25% of the voting rights in the entity
  • the members of that firm (in their capacity as such) hold the right, directly or indirectly, to appoint or remove a majority of the board of directors of the company
  • the members of that firm (in their capacity as such) have the right to exercise, or actually exercise, significant influence or control over the company

A firm is a partnership, unincorporated association, or other entity that is not a legal person under the law by which it is governed.

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