A structure that answers the question

How we work

Why the register gets taken seriously here

The purpose of a holding company is to stand between natural persons and the assets or participations they hold. That is an ordinary and entirely lawful way to organise ownership, used for succession, for separating risk between activities, and for holding long-term interests without each one sitting in a private name. The beneficial ownership register exists to look through exactly that structure and establish who is really behind it. Those two things get presented as adversaries and they are not. The structure is legitimate. What the register targets is the use of structure to make ownership unknowable, which is a different proposition.

What the obligation actually requires is more demanding than the form suggests. The natural persons who ultimately own or control the company must be declared, in principle anyone holding directly or indirectly more than a quarter of the shares or voting rights, along with anyone exercising control by other means, and where nobody meets those tests, the senior managing officials. The information must be adequate, accurate and current, and supporting documents have to be filed to evidence that it is, so an assertion on its own does not discharge it. Any change has to be registered within one month. The entry has to be confirmed at least annually, including in a year when nothing has moved at all. Administrative fines for non-compliance are imposed on directors personally rather than absorbed by the company, which focuses attention usefully.

One point is worth correcting because the opposite is widely believed. The register is not open to the general public. In November 2022 the Court of Justice of the European Union held invalid the provision giving the general public access to beneficial ownership information, and access since then runs to competent authorities, to obliged entities carrying out customer due diligence, and to persons who can demonstrate a legitimate interest. The practical consequence is that the information reaches those with a reason to see it rather than anyone with a browser, which is a more defensible balance and still leaves a company with every incentive to keep its entry straight. The rest follows from the same instinct: accounts filed when due, documents retained where they can be found, and a plain statement that this company is not an investment firm, acts as nominee for nobody, and forms companies for no one.