CHAPTER IV BENEFICIAL OWNERSHIP TRANSPARENCY

1.   For the purpose of Article 51, first paragraph, point (a), ‘an ownership interest in the corporate entity’ shall mean direct or indirect ownership of 25 % or more of the shares or voting rights or other ownership interest in the corporate entity, including rights to a share of profits, other internal resources or liquidation balance. The indirect ownership shall be calculated by multiplying the shares or voting rights or other ownership interests held by the intermediate entities in the chain of entities in which the beneficial owner holds shares or voting rights and by adding together the results from those various chains, unless Article 54 applies.

For the purposes of assessing whether an ownership interest exists in the corporate entity, all shareholdings on every level of ownership shall be taken into account.

2.   Where Member States identify pursuant to Article 8(4), point (c), of Directive (EU) 2024/1640 categories of corporate entities that are exposed to higher money laundering and terrorist financing risks, including based on the sectors in which they operate, they shall inform the Commission thereof. By 10 July 2029, the Commission shall assess whether the risks associated with those categories of legal entities are relevant for the internal market and, where it concludes that a lower threshold is appropriate to mitigate those risks, adopt delegated acts in accordance with Article 85 to amend this Regulation by identifying:

The lower threshold referred to in the first subparagraph shall be set at a maximum of 15 % of ownership interest in the corporate entity, unless the Commission concludes, on the basis of risk, that a higher threshold would be more proportionate, which shall in any case be set at less than 25 %.

3.   The Commission shall review the delegated act referred to in paragraph 2 on a regular basis to ensure that it identifies the relevant categories of corporate entities that are associated with higher risks, and that the related thresholds are commensurate with those risks.

4.   In the case of legal entities other than corporate entities, for which, having regard to their form and structure, it is not appropriate or possible to calculate ownership, the beneficial owners shall be the natural persons who control via other means, directly or indirectly, the legal entity, pursuant to Article 53(3) and (4), except where Article 57 applies.

1.   Control over a corporate or other legal entity shall be exercised through ownership interest or via other means.

2.   For the purposes of this Chapter, the following definitions apply:

3.   Control of the legal entity via other means shall in any case include the possibility to exercise:

4.   In addition to paragraph 3, control of the legal entity may be exercised via other means. Depending on the particular situation of the legal entity and its structure, other means of control may include:

For the purpose of this paragraph, ‘formal nominee arrangement’ means a contract or an equivalent arrangement, between a nominator and a nominee, where the nominator is a legal entity or natural person that issues instructions to a nominee to act on their behalf in a certain capacity, including as a director or shareholder or settlor, and the nominee is a legal entity or natural person instructed by the nominator to act on their behalf.

1.   In the case of legal entities other than those referred to in Article 51, similar to express trust, such as foundations, the beneficial owners shall be all the following natural persons:

2.   In cases where legal entities referred to in paragraph 1 belong to multi-layered control structures, where any of the positions listed in paragraph 1 is held by a legal entity, beneficial owners of the legal entity referred to in paragraph 1 shall be:

3.   Member States shall notify to the Commission by 10 October 2027 a list of types of legal entities, of which the beneficial owners are identified in accordance with paragraph 1.

The notification referred to in the first subparagraph shall be accompanied by a description of:

4.   The Commission may adopt, by means of an implementing act, a list of types of legal entities governed by the law of Member States which should be subject to the requirements of this Article. That implementing act shall be adopted in accordance with the examination procedure referred to in Article 86(2).

1.   The beneficial owners of express trusts shall be all the following natural persons:

2.   The beneficial owners of other legal arrangements similar to express trusts shall be the natural persons holding equivalent or similar positions to those referred to in paragraph 1.

3.   Where legal arrangements belong to multi-layered control structures and where any of the positions listed in paragraph 1 is held by a legal entity, the beneficial owners of the legal arrangement shall be:

4.   Member States shall notify to the Commission by 10 October 2027 a list of types of legal arrangements similar to express trusts which are governed under their law.

The notification shall be accompanied by a description of:

The notification shall also be accompanied by a justification detailing the reasons why the Member State considers the notified legal arrangements to be similar to express trusts and why it concluded that other legal arrangements governed under its law are not similar to express trusts.

5.   The Commission may adopt, by means of an implementing act, a list of types of legal arrangements governed under the law of Member States which should be subject to the same beneficial ownership transparency requirements as express trusts, accompanied by the information referred to in paragraph 4, second subparagraph of this Article. That implementing act shall be adopted in accordance with the examination procedure referred to in Article 86(2).

1.   In the case of legal entities similar to express trusts under Article 57 or, with the exception of discretionary trusts, express trusts and similar legal arrangements under Article 58, where beneficiaries have yet to be determined, the class of beneficiaries and its general characteristics shall be identified. Beneficiaries within the class shall be beneficial owners as soon as they are identified or designated.

2.   In the following cases, only the class of beneficiaries and its characteristics shall be identified:

3.   Member State shall notify to the Commission the categories of legal entities, express trusts or similar legal arrangements under paragraph 2, together with a justification based on the specific risk assessment. The Commission shall communicate that notification to the other Member States.

1.   Legal entities and trustees of express trusts or persons holding equivalent positions in similar legal arrangements shall ensure that the beneficial ownership information which they hold, provide to obliged entities in the context of customer due diligence procedures in accordance with Chapter III or submit to central registers is adequate, accurate, and up-to-date.

The beneficial ownership information referred to in the first subparagraph shall include the following:

2.   Legal entities and trustees of express trusts or persons holding an equivalent position in a similar legal arrangement shall obtain adequate, accurate, and up-to-date beneficial ownership information within 28 calendar days of the creation of the legal entity or the setting up of the legal arrangement. That information shall be updated promptly, and, in any case, within 28 calendar days of any change thereto, as well as on an annual basis.

1.   All legal entities created in the Union shall obtain and hold adequate, accurate and up-to-date beneficial ownership information.

Legal entities shall provide, in addition to information about their legal owners, information on the beneficial owners to obliged entities where the obliged entities are applying customer due diligence measures in accordance with Chapter III.

2.   A legal entity shall report beneficial ownership information to the central register without undue delay after its creation. Any change to that information shall be reported to the central register without undue delay and, in any case, within 28 calendar days thereof. The legal entity shall regularly verify that it holds up-to-date information on its beneficial ownership. As a minimum, such verification shall be performed annually whether as a self-standing process or as part of other periodical processes, such as the submission of financial statement.

The beneficial owners of a legal entity as well as the legal entities and, in the case of legal arrangements, their trustees or persons holding an equivalent position, which are part of the ownership or control structure of a legal entity, shall provide that legal entity with all the information necessary for the legal entity to comply with the requirements of this Chapter or to respond to any request for additional information received pursuant to Article 10(4) of Directive (EU) 2024/1640.

3.   Where, having exhausted all possible means of identification pursuant to Articles 51 to 57, no person is identified as beneficial owner, or where there is substantial and justified uncertainty on the part of the legal entity that the persons identified are the beneficial owners, legal entities shall keep records of the actions taken in order to identify their beneficial owners.

4.   In the cases referred to in paragraph 3 of this Article, when providing beneficial ownership information in accordance with Article 20 of this Regulation and Article 10 of Directive (EU) 2024/1640, legal entities shall provide the following:

For the purpose of this paragraph, ‘senior managing officials’ means the natural persons who are the executive members of the management body, as well as the natural persons who exercise executive functions within a legal entity and are responsible, and accountable to the management body, for the day-to-day management of the entity.

5.   Legal entities shall make the information collected pursuant to this Article available, upon request and without delay, to competent authorities.

6.   The information referred to in paragraph 4 shall be maintained for 5 years after the date on which the legal entities are dissolved or otherwise cease to exist, whether by persons designated by the entity to retain the documents, or by administrators or liquidators or other persons involved in the dissolution of the entity. The identity and contact details of the person responsible for retaining the information shall be reported to the central registers.

1.   In the case of any legal arrangement administered in a Member State or whose trustee or the person holding an equivalent position in a similar legal arrangement resides or is established in a Member State, trustees and persons holding an equivalent position in a similar legal arrangement shall obtain and hold the following information regarding the legal arrangement:

The information referred to in the first subparagraph shall be maintained for 5 years after the involvement of the trustee or the person holding an equivalent position with the express trust or similar legal arrangement ceases to exist.

2.   The trustee or the person holding an equivalent position in a similar legal arrangement shall obtain and report to the central register beneficial ownership information and basic information on the legal arrangement without undue delay after the setting up of the express trust or similar legal arrangement and, in any case, within 28 calendar days thereof. The trustee or the person holding an equivalent position in a similar legal arrangement shall ensure that any change of beneficial ownership or of the basic information on the legal arrangement is reported to the central register without undue delay, and in any case, within 28 calendar days thereof.

The trustee or the person holding an equivalent position in a similar legal arrangement shall regularly verify that the information they hold over the legal arrangement pursuant to paragraph 1, first subparagraph, is updated. Such verification shall be performed at least annually, whether as a self-standing process or as part of other periodical processes.

3.   The trustees or the persons holding an equivalent position in a similar legal arrangement referred to in paragraph 1 shall disclose their status and provide the information on the beneficial owners and on the assets of the legal arrangements that are to be managed in the context of a business relationship or occasional transaction to obliged entities when the obliged entities are applying customer due diligence measures in accordance with Chapter III.

4.   The beneficial owners of a legal arrangement other than the trustees or persons holding an equivalent position, its agents and the obliged entities servicing the legal arrangement, as well as any person and, in the case of legal arrangements, their trustees, who are part of the multi-layered control structure of the legal arrangement, shall provide the trustees or persons holding an equivalent position in a similar legal arrangement with all the information and documentation necessary for the trustees or persons holding an equivalent position to comply with the requirements of this Chapter.

5.   Trustees of an express trust and persons holding an equivalent position in a similar legal arrangement shall make the information collected pursuant to this Article available, upon request and without delay, to competent authorities.

6.   In the case of legal arrangements whose parties are legal entities, where, after having exhausted all possible means of identification pursuant to Articles 51 to 57, no person is identified as beneficial owner of those legal entities, or where there is substantial and justified uncertainty that the persons identified are the beneficial owners, trustees of express trusts or persons in an equivalent position in similar legal arrangements shall keep records of the actions taken in order to identify their beneficial owners.

7.   In the cases referred to in paragraph 6 of this Article, when providing beneficial ownership information in accordance with Article 20 of this Regulation and Article 10 of Directive (EU) 2024/1640, trustees of express trusts or persons in an equivalent position in similar legal arrangements shall provide the following:

1.   Legal entities created outside the Union and trustees of express trusts or persons holding an equivalent position in a similar legal arrangement that are administered outside the Union or that reside or are established outside the Union shall submit beneficial ownership information pursuant to Article 62 to the central register of the Member State where they:

2.   By way of derogation from paragraph 1, point (a), where legal entities created outside the Union enter into a business relationship with an obliged entity, they shall only submit their beneficial ownership information to the central register where:

3.   The beneficial ownership information shall be accompanied by a statement setting out in relation to which of those activities the information is submitted, as well as any relevant document, and shall be submitted:

4.   For the purposes of paragraph 1, point (a), obliged entities shall inform the legal entities where the conditions laid down in paragraph 2 are met and require a certificate of proof of registration or an excerpt of the beneficial ownership information held in the central register to proceed with the business relationship or occasional transaction.

5.   In the cases covered by paragraph 1, legal entities created outside the Union and trustees of express trusts or persons holding an equivalent position in a similar legal arrangement that are administered outside the Union or that reside or are established outside the Union shall report any change to the beneficial ownership information submitted to the central register pursuant to paragraph 1 without undue delay, and in any case, within 28 calendar days thereof.

The first subparagraph shall apply:

6.   Where the legal entity, the trustee of the express trust or the person holding an equivalent position in a similar legal arrangement meets the conditions laid down in paragraph 1 in different Member States, a certificate of proof of registration of the beneficial ownership information in a central register held by one Member State shall be considered as sufficient proof of registration.

7.   Where, on 10 July 2027, legal entities created outside the Union or legal arrangements administered outside the Union or whose trustee or person holding an equivalent position in a similar legal arrangement resides or is established outside the Union own, whether directly or through intermediaries, real estate, the beneficial ownership information of those legal entities and legal arrangements shall be submitted to the central register and accompanied by a justification for that submission by 10 January 2028.

However, the first subparagraph shall not apply to legal entities or legal arrangements that have acquired real estate in the Union prior to 1 January 2014.

Member States may decide, on the basis of risk, that an earlier date applies and notify the Commission thereof. The Commission shall communicate such decisions to the other Member States.

8.   Member States may, on the basis of risk, extend the obligation set out in paragraph 1, point (a), to business relationships with foreign legal entities that are ongoing on 10 July 2027 and notify the Commission thereof. The Commission shall communicate such decisions to the other Member States.

1.   Member States shall lay down rules on the penalties applicable to breaches of the provisions of this Chapter and shall take all measures necessary to ensure that they are implemented. The penalties provided for shall be effective, proportionate and dissuasive.

Member States shall by 10 January 2025 notify the Commission of those rules on penalties together with their legal basis and shall notify it, without delay, of any subsequent amendment affecting them.

2.   By 10 July 2026, the Commission shall adopt delegated acts in accordance with Article 85 to supplement this Regulation by defining:

The Commission shall regularly review the delegated act referred to in the first subparagraph to ensure that it identifies the relevant categories of breaches and that the related penalties are effective, dissuasive and proportionate.