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Register of Beneficial Owners and Persons of Significant Control

posted by Bruce Maltwood

The directive to implement registers of beneficial owners has progressed at varied rates across various jurisdictions, which have diverse approaches to access, and has implications for yacht-owning companies. 

The register of beneficial owners and persons of significant control, also known as the PSC (persons of significant control) register, was introduced in May 2015.

The mandate, implemented under the EU Fourth Anti-Money Laundering Directive, is designed to increase corporate transparency with the purpose of combating money laundering, the financing of terrorism and tax evasion. 

The PSC register sits alongside the usual company registers and creates an obligation for corporate service providers and other professional service providers to maintain a central register of beneficial owners or any persons who exercise control over a company.

In most jurisdictions, certain types of companies are exempt from the directive, including companies listed on a recognised stock exchange or regulated investment schemes. 

Many jurisdictions already have public beneficial ownership registers, while others have some form of register. Often this data is held by the corporate service provider and only available for inspection or disclosure following a legitimate request through existing legal frameworks. 

Sarnia Yachts has reviewed key aspects of the centralised registers of certain jurisdictions:

Malta

  • Regulations published 20 December 2017 with effect from 1 January 2018
  • All companies registered in Malta to hold details of their beneficial owners and to provide this information to the Registrar of Companies
  • A beneficial owner is defined as a natural person who owns or controls over 25% of the shares of the company
  • In the case of shares in a company being held by a trust, any person exercising control over the affairs of the trust must be disclosed
  • Access to the data held on the central beneficial owner register, maintained by the Registrar of Companies, will be limited to persons or entities subject to anti-money laundering regulations and upon demonstrating a legitimate basis for the information
  • Register will be accessible from 1 April 2018

Cayman 

  • Legislation published 1 July 2017
  • Revisions to the regime published in 13 December 2017, coming into force on 30 June 2018
  • Beneficial owner data to be held at the registered office of the company and maintained by a regulated corporate service provider. This register will be sent to the Registrar of Companies and held on a non-public secure platform
  • A beneficial owner is defined as a natural person who owns or controls over 25% of the shares of the company
  • Certain exemptions will apply. The legislation does not apply to, amongst other vehicles: general partners of special purpose vehicles, companies listed on an approved stock exchange (e.g. the LSE), financial services business regulated in approved jurisdictions. However, exempted companies are still required to file as such and identify the grounds for their exemption. 
  • Access to the register will be limited and only through a CI competent authority following a proper and lawful request from a UK law enforcement agency

The British Virgin Islands (BVI)

  • Effective date 30 June 2017
  • Beneficial owner data to be held at the registered office of the company and a central database to be maintained by a regulated corporate service provider
  • The register is held on a non-public secure platform and with access limited to BVI governmental bodies only
  • A beneficial owner is defined as a natural person who owns or controls 25% or more of the shares of the company, which is not subject to exemption
  • In the case of shares in a company being held by a trust, any person exercising control over 25% or more of the affairs of the trust must be disclosed
  • Certain entities are exempt, principally companies listed on a recognised stock exchange or entities being a subsidiary of a company listed on a recognised stock exchange

Guernsey

  • Effective date 15 August 2017
  • Beneficial owner data to be provided to the Registrar of Companies and filed by the corporate service provider or resident agent. The register is a centralised, but non-public, register
  • Access to the register is limited to designated persons of the Guernsey Registry, Guernsey Financial Services Commission and Guernsey Financial Intelligence Service
  • Exemptions apply to listed companies and regulated funds and regulated licensees
  • A beneficial owner is defined as a natural person who owns or controls over 25% of the shares of the company
  • In the case of LLPs or Foundations the owner is a person who directly or indirectly holds more than 25% of the voting rights

This article should not be considered as professional advice. It serves only to provide an overview of the key approaches from the above-referenced jurisdictions in their implementation of the directive. 

For more information and to discuss this subject in further details, please contact Darryl Sharman or Bruce Maltwood.

darryl.sharman@sarniayachts.com

bruce.maltwood@sarniayachts.com