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March 11, 2024
Beneficial Ownership Registries are directories that list the ultimate, natural owners of assets. These registries address the problem of understanding who happens to own, control, and influence a large asset, namely a company or a property. Oftentimes, criminals are known to secretly own or control shares in companies where they use these entities to launder stolen money. As of March 2024, there are 149 countries worldwide that have committed to beneficial ownership registries, and there are also global standards for beneficial ownership collection and disclosure set by the Financial Action Task Force to which countries must adhere. As beneficial ownership registries have a principal aim to combat money laundering, fraud, and terrorist financing, countries are requiring that information must be accurate, adequate, and timely for access by competent authorities (e.g., Financial Intelligence Units or FIUs) and law enforcement.
The table below provides a comparison of features for beneficial ownership disclosure regimes across G7 countries: The United Kingdom (UK), Germany, France, Italy, the United States (US), Japan, and Canada.
N/A: Not Applicable/Available.
TBD: To Be Determined.
In progress: Policy/Legislative commitments have been enacted and awaiting implementation.
Legitimate interest: Prospective users are required to prove to the registrar they have a legitimate interest to be able to search the registry and access data. Legitimate interest criteria vary according to each jurisdiction.
In 2016, The UK was the first amongst the G7 to launch the Persons of Significant Control (PSC) register system. This registry requires companies to report individuals who own or control more than 25% of the company's shares or voting rights, or who otherwise exercise significant influence or control over the company or its management. The PSC register is publicly available and searchable at no cost through Companies House. Law enforcement and competent authorities can access detailed information from the registry. ID verification requirements for directors are currently being implemented.9
In 2017, Germany's Transparency Register operated on a "need-to-know" basis, where information was available only to certain authorities and people with a legitimate interest. As of 2021, amendments aligned with the EU's Fifth Anti-Money Laundering Directive (5AMLD) have made the register searchable by those with legitimate interest and with a fee structure for access. Corporate entities, trusts, and entities that own real estate must report their beneficial owners, defined as those holding more than 25% of the capital or voting rights. 10
In 2017, France made corporate beneficial ownership information available in its National Institute for Industrial Property (INPI) publicly accessible, searchable, and free of cost. As of 2023, the French Government maintained its information in the INPI system shall remain publicly accessible due to national security interests, despite the European Court of Justice (CJEU) ruling that public access to beneficial ownership information infringes upon EU privacy rights. 11
As of 2023, Italy launched its national beneficial ownership registry, requiring companies and trusts to report beneficial ownership information to the Italian Ultimate Beneficial Ownership Registry. The information will be accessible to law enforcement, and competent authorities. Public access can be granted upon request to stakeholders with a proven interest. 12
In 2021, Congress enacted the Corporate Transparency Act (CTA) as part of the National Defense Authorization Act. The CTA mandates the creation of a beneficial ownership registry that is managed by the Financial Crimes Enforcement Network (FinCEN). Companies are required to disclose beneficial owners (those owning 25% or more of the company or exerting significant control) to FinCEN. The registry has access limited to only law enforcement, competent authorities, and financial institutions. There is also a basic ID verification requirement where companies must submit ID numbers from government-issued identity documents to FinCEN. 13
As of 2022, Japan introduced the Legal Persons List System where companies can request commercial registry offices to safely hold beneficial ownership records. The commercial registry offices can submit certificates for any/all due diligence requests. 14 Additionally, Japanese stock companies are required to send information about beneficial owners to notaries, who in turn, verify that the beneficiaries are not members of organized crime or terrorist networks. 15
As of January 2024, The Government of Canada launched the Individuals of Significant Control Registry (ISC) for federal corporations. Canada’s registry is publicly accessible, searchable, and free of cost. More detailed information about beneficial owners is available to law enforcement and tax authorities upon request. 16 Canada’s provinces and territories are currently in discussions with the federal government regarding a centralized approach to collecting beneficial ownership information in a harmonized manner.
There has been a notable trend of countries choosing to implement centralized registry systems with varying degrees of access. All registry systems provide law enforcement and competent authorities access to detailed information to assist with investigations, whereas public access for a limited scope of information remains a balancing act between privacy laws and national security interests. Complementary features such as registries being searchable, free of cost, and covering as many high-risk entities as possible (e.g., trusts and real property) are common across G7 countries as they can deter criminals who are seeking to avoid detection. ID document submission for beneficial owners is a recent requirement that improves the accuracy of the information contained in the registry. To date, the UK, Japan, and the US have measures in place.
In conclusion, G7 countries have recognized the importance of beneficial ownership registries in combating money laundering, fraud, and terrorist financing. When considering the variation of registry features and collection methods across the G7, it is plausible to assume that registry systems will become more sophisticated in their objectives to not only assist with investigations but to also deter the proceeds of crime and ensure information sent to registries is accurate. Expanding registries to include real property, granting full public access, enhanced searchability and ID verification are key regulatory reforms that jurisdictions and industry sectors should regularly monitor.
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Sasha Caldera is the Beneficial Ownership Transparency Campaign Manager at Publish What You Pay Canada. His commentary on beneficial ownership transparency can be found in The Globe and Mail, the Toronto Star, Global News, CityNews Toronto, TVO’s The Agenda, The National Observer, iPolitics, The Hill Times, and the CBC. Sasha holds a BA from Simon Fraser University and an MA from Royal Roads University.
1 Open Ownership. "Global Beneficial Ownership Register." https://www.openownership.org/en/map/ Last accessed February 2024.
2 Access to beneficial ownership information is limited to law enforcement, competent authorities, and financial institutions. Information is searchable and free to those stakeholders. Financial Crimes Enforcement Network. "Fact Sheet: Beneficial Ownership Information Access and Safeguards Final Rule." FinCEN.gov. Last modified December 2023. https://www.fincen.gov/news/news-releases/fact-sheet-beneficial-ownership-information-access-and-safeguards-final-rule
3 Access for registry documents requires a fee of 1.65 Euros. "Wirtschaftlich Berechtigter." Initiative Rohstofftransparenz. Last Accessed March 8, 2024. https://rohstofftransparenz.de/en/rohstoffgewinnung/wirtschaftlich-berechtigter/
4 Fees may be required, yet subject to secondary legislation. Squire Patton Boggs. "Italy Implements Register of Beneficial Owners." May 2022. https://www.squirepattonboggs.com/-/media/files/insights/publications/2022/05/italy-implements-register-of-beneficial-owners/italy-implements-register.pdf?rev=65a1562111bd4c68aa61f47c3d398a10
5 Ministry of Justice, Japan. "法務省：経済的利益を有する者等に関する情報の登記について." Last Accessed March 8, 2024. https://www.moj.go.jp/MINJI/minji06_00190.html
6 Taylor Wessing. "German Transparency Register Becomes a Full Register." March 2023. https://www.taylorwessing.com/en/insights-and-events/insights/2023/03/german-transparency-register
7 Morrison & Foerster. "Economic Crime and Corporate Transparency Act 2023." January 23, 2023. https://www.mofo.com/resources/insights/231221-economic-crime-and-corporate-transparency-act-2023
8 As of February 2024, Corporations Canada is monitoring ID verification trends globally and is indirectly carrying out ID verification of beneficial ownership information by cross-referencing information between government departments.
9 Taylor Wessing. "Transparency - The Register of Persons with Significant Control." Last modified September 2023. https://www.taylorwessing.com/en/insights-and-events/insights/2023/09/transparency---the-register-of-persons-with-significant-control
10 Morgan, Lewis & Bockius LLP. "New German Financial Law Expands Reporting Obligations for German Entities." Last modified August 2021. https://www.morganlewis.com/pubs/2021/08/new-german-financial-law-expands-reporting-obligations-for-german-entities
11 Ministère de l'Économie, des Finances et de la Relance. "Press release." Last modified January 19, 2023. https://presse.economie.gouv.fr/19012023/
12 Watson Farley & Williams. "Obligation to Notify Ultimate Beneficial Owner Now in Force in Italy." Last modified October 2023. https://www.wfw.com/articles/obligation-to-notify-ultimate-beneficial-owner-now-in-force-in-italy/
13 Norton Rose Fulbright. "The Corporate Transparency Act is Here." Last modified January 2024. https://www.nortonrosefulbright.com/en/knowledge/publications/55b72cd0/the-corporate-transparency-act-is-here
14 Ministry of Finance Japan. "Efforts in Anti-Money Laundering and Combating the Financing of Terrorism (AML/CFT)." Accessed 2022. https://www.mof.go.jp/english/policy/international_policy/amlcftcpf/3.efforts.html
15 Morgan, Lewis & Bockius LLP. "Japan Introduces New Requirement to Identify Companies' Beneficial Owners." Last modified January 2019. https://www.morganlewis.com/pubs/2019/01/japan-introduces-new-requirement-to-identify-companies-beneficial-owners
16 Innovation, Science and Economic Development Canada. "Individuals with Significant Control." Last modified February 2024.https://ised-isde.canada.ca/site/corporations-canada/en/individuals-significant-control
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