Beneficial Owner vs Control Person – Do you really know who is in control?

Introduction

Beneficial ownership is based on ownership thresholds or voting rights. But there are ways to control a company without holding any shares.

Beneficial owners are:

A natural person:

1. who holds an interest of more than 25% of the capital interest or can exercise more than 25% of
   the voting rights in the shareholders meeting of a customer, or can in another way exercise actual control over such a customer;
2. who is beneficiary to 25% or more of the assets of a legal arrangement, including a foundation
   and a trust, or can exercise actual control over a such a legal arrangement.

In case of a legal person: if no natural person is identified as a UBO, the identity of the relevant natural person(s) who hold(s) the position of senior managing official(s) should be established.

Control Person can be defined as an individual having significant responsibility for controlling, managing, or directing a legal entity.

According to the AML/CFT State Ordinance service providers must establish and maintain written procedures reasonably designed to identify and verify the identities of beneficial owners of a legal entity.  Service providers must identify and attest to all ultimate beneficial owner(s) that meet specific requirements as well as a controlling person (e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President or Treasurer etc.).

Essentially, the individual selected for the control prong will be considered a beneficial owner even if they have 0% ownership of the entity. This means that any time an business relationship is initiated or maintained for a legal entity, you must request information that identifies the ultimate beneficial owner(s) and controlling person of the legal entity.

Topics

• Applicable legislation and regulations (legal requirements/CBA Handbook)
  • Why does a Beneficial Owner matter?
  • What are the key beneficial ownership thresholds? (AML/CFT State Ordinance – FATCA – CRS – OFAC – FinCEN – EU AML Directives etc.)
  • Beneficial ownership registers across the EU NEW!
  • Types of shares

• Key terms in the Beneficial Ownership definition:
  • Interest of more than 25% of the capital interest Voting rights
  • Direct and Indirect Ownership (Simple level indirect shareholding, multi-level indirect shareholding, Looping relationships)
  • Beneficial Owner that is a State or a State Owned entity
  • Can those with power of attorney or any similar right to administer the legal vehicle or its bank accounts also be considered as beneficial owners or control person?

• Verifying the beneficial owner
• Understanding ownership and control structure of the customer
• Dealing with non-beneficial owner who holds the shares or interest in that legal person on behalf of another (nominee shareholder)
• Determine whether customers or beneficial owners or control person are  PEPs
• What type of information should be included in an EDD?
• Corporate vehicles and their potential for misuse
• (Ongoing) Customer Due Diligence, keeping updated records of a Beneficial Owner or Control Person
• Changes in Beneficial Ownership or Control Person (the company issued more shares, shares are bought from another shareholder, change in ownership, appointing new CEO, CFO etc.)
• Dealing with adverse media (negative news) when a Beneficial Owner or Control Person is involved
• Creating your own checklist for Beneficial Ownership

Target group

• Money Laundering Compliance Officer / Money Laundering Reporting Officer
• Compliance department personnel
• Internal Auditors
• Risk Management
• Other relevant staff involved with this topic

Benefits

The lack of publicly available UBO registry data remains a loophole in the entire AML effort. This course is intended to help participants understand the requirements related to beneficial ownership and control person. It also aims to ensure that participants gain the skills necessary to assess beneficial ownership in relation to companies, trusts and other legal vehicles.

Level

There are no requirements for participation.

Duration of the training

The duration of the training is 4 hours.

Costs

AWG 445,- pp. (incl. taxes)

Costs includes:  Training sheets and Certificate of participation.

Date: May 17, 2022

Time: 8:30 – 12:30

Location: This training will be held at the training center of Compliance Services Caribbean located at Caya Taratata 3-A, Unit 8 (Opposite RBC Bank Italiëstraat).