Beneficial-ownership verification in the EU: registers, discrepancies and evidence

Key takeaways

• Two tests, in parallel: ownership of 25 % or more (Art. 52) and control by other means (Art. 53).

• Every level counts: indirect ownership is multiplied along each chain and the chains are added (Art. 52(1)).

• No owner found? Record that no beneficial owner was identified, then identify and verify the senior managing officials (Art. 22(2)).

• Consult the register — and more: verification uses other reliable sources as well as the central register (Art. 22(7)).

• Discrepancies: report within 14 calendar days, with your evidence and reasoning (Art. 24).

• Keep the working: the structure, the calculation, the sources and the steps taken (Arts. 21(3), 22(2) and 77).

Who is a beneficial owner?

The AMLR defines a beneficial owner as "any natural person who ultimately owns or controls a legal entity or an express trust or similar legal arrangement" (Art. 2(1)(28)). For legal entities, Art. 51 sets two routes.

Ownership: 25 % or more, on every level

An ownership interest means "direct or indirect ownership of 25 % or more of the shares or voting rights or other ownership interest", including rights to profits, other internal resources or the liquidation balance (Art. 52(1)). Indirect ownership is calculated by multiplying the interests held along each chain of entities and adding the results of the different chains; shareholdings on every level count.

This is stricter than the current default. Directive (EU) 2015/849 treats "25 % plus one share" or "more than 25 %" as an indication of ownership, while allowing Member States to set a lower percentage (Art. 3(6)); the AMLR captures exactly 25 %. For categories of entities exposed to higher risk, the Commission may set a lower threshold by delegated act — normally at most 15 %, and in any case below 25 % — after an assessment due by 10 July 2029 (Art. 52(2)).

Control by other means

Control is "the possibility to exercise, directly or indirectly, significant influence and impose relevant decisions within the legal entity" (Art. 53(2)(a)). Owning 50 % plus one is control through ownership (Art. 53(2)(c)). Control by other means always includes majority voting rights, the right to appoint or remove a majority of the board, relevant veto or decision rights, and decisions on profit distribution or shifts in assets (Art. 53(3)). It may also arise from formal or informal agreements, family relationships, or nominee arrangements (Art. 53(4)).

Art. 51 is explicit that control by other means is identified "independently of and in parallel to" ownership. A company with a 30 % shareholder may also have a beneficial owner who holds nothing but a veto.

When a chain mixes ownership and control

Where ownership and control coexist on different layers of a multi-layered structure, Art. 54 identifies as beneficial owners both the persons who control entities holding a direct ownership interest, and the persons who have an ownership interest in an entity that controls the customer.

A worked example (fictional)

Brantwood Logistics SA (fictional) is owned 50 % by Holding H, 12 % directly by Person Q, and 38 % by a listed fund.

Holding H is owned 50 % by Person P, 30 % by Person Q and 20 % by Person R; no one controls it by other means.

• Person P: 50 % × 50 % = 25 % of Brantwood. Under the AMLR, P is a beneficial owner: exactly 25 % counts. Where national law uses the directive's "more than 25 %" indicator (as Belgian law does), P would not be caught by ownership alone.

• Person Q: 30 % × 50 % = 15 %, plus 12 % held directly = 27 %. Q is a beneficial owner, although neither holding reaches 25 % on its own.

• Person R: 20 % × 50 % = 10 %. Not a beneficial owner through ownership.

• The fund (38 %): shareholdings on every level count, so the file records who stands behind the fund. An investor would need roughly two-thirds of the fund to reach 25 % indirectly; record that no one does, and that no one controls the fund.

• The file must still check for control by other means, for example a shareholders' agreement giving R or the fund a veto. If anyone controlled Holding H — for example with 50 % plus one — Art. 54 would also have to be applied.

When no one qualifies: senior managing officials

If, after exhausting all possible means, no natural person is identified as a beneficial owner — or if there are doubts that the persons identified are the beneficial owners — the firm records that no beneficial owner was identified, identifies all senior managing officials and verifies their identity (Art. 22(2)). Senior managing officials are the executive members of the management body and the persons responsible for day-to-day management (Art. 63(4)). This is a change from Directive (EU) 2015/849, under which the senior managing official is treated as the beneficial owner (Art. 3(6)(a)(ii)).

The central registers

What they hold and who can see them

Each Member State keeps a central register of beneficial ownership information (Directive (EU) 2024/1640, "AMLD6", Art. 10). Obliged entities and authorities have access under Art. 11; other persons need a legitimate interest (Art. 12). General public access in all cases was struck down by the Court of Justice on 22 November 2022 in Joined Cases C-37/20 and C-601/20 (WM and Sovim). Registers are interconnected through the European Central Platform (AMLD6 Art. 10(19)). In Belgium, the UBO register is kept by the Treasury within the Federal Public Service Finance (Law of 18 September 2017, Art. 73).

A required source, not the only one

Art. 22(7) of the AMLR sets out how beneficial owners are verified: either like a customer (Art. 22(6)), or by reasonable measures to obtain information, documents and data from the customer or other reliable sources, "including public registers other than the central registers". The extent depends on the risk, including the risk of the ownership structure. And "in addition", the firm "shall verify the information on the beneficial owners by consulting the central registers". At onboarding, the firm also collects valid proof of registration or a recent register excerpt (Art. 23(4)).

Discrepancies

The 14-day rule

A discrepancy is a difference between the register and what the firm has established through its own due diligence. Art. 24(1) requires firms to report it "without undue delay and, in any case, within 14 calendar days of their detection", with the information obtained, whom they consider the beneficial owners to be, and why.

Minor errors and outdated data

For typographical errors, different transliterations or minor inaccuracies that do not affect who the beneficial owners are, or for outdated data where the owners are known from another reliable source and nothing suggests concealment, the firm may instead ask the customer to correct the register within 14 calendar days (Art. 24(2)). If the customer does not, the firm reports (Art. 24(3)). This derogation does not apply in higher-risk cases.

What the register must do

The register must take appropriate action within 30 working days of a reported discrepancy and show a visible mention that a discrepancy has been reported until it is resolved (AMLD6 Art. 10(10)).

The rules today

Until 10 July 2027, the duty comes from Directive (EU) 2015/849, Art. 30(4), as amended by Directive (EU) 2018/843. In Belgium, obliged entities report discrepancies electronically to the Treasury (Law of 18 September 2017, Art. 74/1 §1).

Evidence: what to keep

A supervisor will ask how you reached your conclusion, not only what it was. A defensible file contains:

1. the sources consulted, with dates, including the register excerpt;

2. the ownership and control structure, with percentages and the calculation;

3. the assessment of control by other means;

4. the identity verification of each beneficial owner;

5. any discrepancy, the report or the customer's correction, and the outcome;

6. where no owner was identified, the steps taken and the difficulties met (Art. 22(2)).

Records are kept for five years after the relationship ends (Art. 77) and must show the decisions and their justification (Art. 21(3)).

Tipping-off and the ownership question

Asking a customer to prove who owns it is routine. But where verifying senior managing officials could reveal that the firm doubts the ownership information, the firm abstains and records the steps it took instead (Art. 22(2), third subparagraph). Doubts about ownership can also be grounds for a suspicious transaction report (Art. 69), which must not be disclosed (Art. 73).

The legal entity's side

Legal entities must obtain their beneficial ownership information within 28 calendar days of creation and update it within 28 calendar days of any change (Art. 62(2)), report changes to the register within 28 calendar days, and verify it at least annually (Art. 63(2)). They must also provide the information to firms performing due diligence (Art. 63(1)).

Frequently asked questions

Can we rely on the UBO register alone?

No. Art. 22(7) requires consulting the register in addition to other verification. The register holds what the entity has filed, which the register must itself verify (AMLD6 Art. 10(7)); your conclusion must still rest on your own evidence.

Is the threshold "more than 25 %" or "25 % or more"?

Under the AMLR, from 10 July 2027, it is 25 % or more (Art. 52(1)). Until then, national rules based on Directive (EU) 2015/849 generally use "more than 25 %" as the indicator (Belgium's Law of 18 September 2017, Art. 4, 27°, does), although the directive allows Member States to set a lower percentage.

What if the register names someone we cannot confirm?

It depends on what your evidence shows. If it shows different beneficial owners, that is a discrepancy: report it within 14 calendar days unless the narrow derogation for minor errors or outdated data applies (never in higher-risk cases). If you simply cannot confirm the register, keep verifying; unresolved doubts lead to the senior-managing-official route (Art. 22(2)) or, if due diligence cannot be completed, to Art. 21.

Can the public still see UBO registers?

Not in all cases. The 2022 WM and Sovim judgment invalidated the EU rule requiring access for any member of the public, and national practice varied afterwards. The EU rules now provide for access by persons with a legitimate interest (AMLD6 Art. 74, amending the current directive with a transposition deadline of 10 July 2025, and AMLD6 Art. 12).