7. Beneficial Owners
A beneficial owner (BO) is a natural person who is the owner of a limited liability company or a person who exercises control over a limited liability company and is, at a minimum, a natural person who, through direct or indirect ownership, holds more than 25 per cent of the shares or voting rights in the limited liability company, or who otherwise exercises direct or indirect control over it.
Information on the BO of a limited liability company:
- name;
- surname;
- personal identity number (if the person has no personal identity number - the date, month, year of birth, the number of the personal identification document and the date of issue thereof, the country and body issuing the document);
- nationality (-ies);
- country of permanent place of residence;
- manner of exercising control over the limited liability company:
- through a status in the legal person (if the BO is a shareholder):
- as a shareholder;
- as a separate person who controls (if the BO is an indirect owner of, or exercises indirect control over, the limited liability company):
- on the basis of an authorization agreement;
- on the basis of ownership right (for example, if the BO is the owner of a legal person that is a shareholder of the limited liability company);
- through the legal arrangement as a founder;
- through the legal arrangement as an authorizing person;
- through the legal arrangement as a protector (if applicable);
- through the legal arrangement as a beneficiary or a category of beneficiaries;
- on the basis of a business relationship;
- other (free‑text field allowing the entry of an undefined manner of control);
- through a status in the legal person (if the BO is a shareholder):
- extent of control exercised;
- information regarding the person with whose intermediation the control is being exercised (to be provided where any of the methods referred to in subparagraphs 6.2 or 6.3 has been indicated as the manner of exercising control over the limited liability company):
- for a natural person: name, surname, personal identity number (if the person has no personal identity number - the date, month, year of birth);
- for a legal person (including a foreign legal person): name, registration number and legal address.
Information regarding the BO must be provided in the registration application. The BO of a limited liability company can always be identified where more than 25 per cent of the shares of the company are directly or indirectly owned by at least one natural person. Unless that person acts on behalf of another natural person, he or she shall be regarded as the BO of the respective company. If a limited liability company has several natural persons meeting the above criteria, all such persons shall be regarded as BO in their capacity as shareholders. A situation may also arise where a natural person directly or indirectly owns less than 25 per cent of the shares of the company, while the shareholdings of the remaining shareholders are so small and those shareholders in practice do not attend shareholders' meetings that it may be concluded that the natural person holding the largest percentage of shares also controls the company. Control of a limited liability company may also be established where several shareholders are legal persons controlled by the same natural person.
It should be noted that it is not possible to provide guidance covering all situations, as each case is individual and the executive board of the limited liability company must know (or ascertain) whether any natural person exercises actual control over the company.
If the limited liability company has used all available means of identification and has concluded that no natural person can be identified as a BO, and there are no grounds to believe that the legal person has a BO, this shall be confirmed in the application together with the justification for such conclusion.
The Register of Enterprises is entitled to request documentary justification of the exercised control and also a document certifying the compliance of the information identifying the BO (a notarised copy of the personal identification document, a statement from a foreign population register, or other documents equivalent to the abovementioned documents) or documents justifying the certification that it is not possible to determine the BO.