The beneficial owners of a company

We call beneficial owner(s) the natural person or persons who meet one of the following conditions:

• They are the ultimate owners, directly or indirectly, of at least 25% of the capital or voting rights of the company
• They exercise effective control of the company by any other means (for example: they can appoint or dismiss the majority of the members of the executive bodies)

If none of these criteria are met, they are the person(s) who legally represent the company (manager, managing director, etc.).

Please note

When the legal representative is a company, the beneficial owner(s) is (are) the natural person or persons who legally represent this company.

To improve understanding of the concept of beneficial owner and to help identify them, the Business Development Agency has produced a practical guide which can be downloaded below:

This document outlines and clarifies the main types of beneficial owner and provides several examples of varying degrees of complexity in terms of structures and types of holding.

In March 2023, the FATF updated its guidelines on the beneficial ownership of legal entities, which can be downloaded below:

The entities concerned by this declaration are the following:

• Commercial companies and economic interest groups that are registered in the Trade and Industry Registry
• Non-trading companies that are registered in the special register held by the Trade and Industry Registry service

Declaration when the company is created

The beneficial owners must be declared when the company is created.

The application to be included in the Register of Beneficial Owners must be made via the Business Development Agency. See contact details at the bottom of the page. 

The application involves filling out a special declaration accompanied by the supporting documents required to establish the accuracy of the information provided.

You can view the procedure for declaring beneficial owners by clicking this link. 

Modifying declaration (during the life of the company)

Whenever there is a change in the beneficial owners, a request to modify the register entry must be made.

For example, if there is a new beneficial owner following the modification of the share capital of the company. Or if there is a change in the information relating to a beneficial owner (change of address after a move, change of name following a marriage, etc.).

The beneficial owner whose situation changes has 30 days, from the change, to request a modification to the register entry

You can view the procedure for declaring beneficial owners by clicking this link.

Registration on, modification of, and removal from the Register of Beneficial Owners are entirely free of charge.

Details on identifying and declaring beneficial owners are provided in Act no. 1.362 of 03 August 2009, amended, particularly Section V - On the beneficial owner.

And also in Sovereign Ordinance No. 2.318 amended, particularly chapters "III - Identification of beneficial owners", and "XVIII - Register of Beneficial Owners".