Anti-Money Laundering Regulation
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Table of Contents
Chapter I – General provisions
Chapter II – Internal policies, procedures and controls of obliged entities
Chapter III – Customer due diligence
Chapter IV – Beneficial ownership transparency
Chapter V – Reporting obligations
Chapter VI – Information sharing
Chapter VII – Data protection and record retention
Chapter VIII – Measures to mitigate risks deriving from anonymous instruments
Chapter IX – Final provisions
Recitals (175)
Annexes
Chapter IV – Beneficial ownership transparency
Article 53
Beneficial ownership through control
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:
(a) ‘control of the legal entity’ means the possibility to exercise, directly or indirectly, significant influence and impose relevant decisions within the legal entity;
(b) ‘indirect control of a legal entity’ means control of intermediate legal entities in the ownership structure or in various chains of the ownership structure, where the direct control is identified on each level of the structure;
(c) ‘control through ownership interest of the corporate entity’ means direct or indirect ownership of 50 % plus one of the shares or voting rights or other ownership interest in the corporate entity.
3. Control of the legal entity via other means shall in any case include the possibility to exercise:
(a) in the case of a corporate entity, the majority of the voting rights in the corporate entity, whether or not shared by persons acting in concert;
(b) the right to appoint or remove a majority of the members of the board or the administrative, management or supervisory body or similar officers of the legal entity;
(c) relevant veto rights or decision rights attached to the share of the corporate entity;
(d) decisions regarding distribution of profit of the legal entity or leading to a shift in assets in the legal entity.
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:
(a) formal or informal agreements with owners, members or the legal entities, provisions in the articles of association, partnership agreements, syndication agreements, or equivalent documents or agreements depending on the specific characteristics of the legal entity, as well as voting arrangements;
(b) relationships between family members;
(c) use of formal or informal nominee arrangements.
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.