CIRCULAR N° 020 /MINFI/ DGI/LRI/UEIR of 08 MAY 2024, laying down the practical procedures for the implementation of the obligations of legal persons and arrangements in respect of beneficial ownership.
Table of Contents
- DEFINITION OF CONCEPTS ... 2
1.1 The concept of beneficial owner ... 2 1.2 Distinction between the beneficial owner and the legal owner of an entity ... 2 1.3 The Concept of Legal Person ... 3 1.4 The Concept of Legal Arrangement ... 4
- ENTITIES WITHIN THE SCOPE OF THE REQUIREMENT TO MAINTAIN A REGISTER OF BENEFICIAL OWNERS ... 4
2.1 Reporting entities ... 4 2.2 Exempt entities ... 5
- DETERMINATION OF BENEFICIAL OWNERS ... 5
3.1 Criteria for determining beneficial owners of legal persons ... 5 3.1.1 The direct or indirect ownership of shares ... 8 3.1.2 Holding of voting rights ... 11 3.1.3 The case of division of ownership of shares and voting rights ... 13 3.1.4 Joint ownership of shares ... 14 3.1.5 Holding of shares by a minor ... 14 3.1.6 Criteria of control by means other than shareholding or voting rights ... 15 3.1.7 Specific criteria for determining the beneficial owners in partnerships ... 15 3.1.7.1 Determining beneficial ownership in General Partnerships ... 15 3.1.7.2 Determining beneficial ownership in the case of limited partnerships ... 16 3.1.8 Specific criteria for determining the beneficial owners in other types of legal persons ... 16 3.1.8.1 Determining beneficial ownership in the case of undertakings in collective investment in transferable securities 17 3.1.8.2 Determining the beneficial owners of Economic Interest Groups ... 17 3.1.8.3 Determining the beneficial owners of associations and nonprofit organisations ... 18 3.1.8.4 Determining the beneficial owners in the case of foundations ... 18 3.2 Determining the beneficial owners in the case of legal arrangements: the case of trusts ... 19
- THE OBLIGATION TO IDENTIFY THE BENEFICIAL OWNER ... 20
4.1 Obligation to provide particulars needed for identification of beneficial owners ... 20 4.2 Obligation to keep record of actions undertaken to identify beneficial owners ... 21 4.3 Obligation to verify information on beneficial owners ... 21
- THE OBLIGATION TO KEEP AND UPDATED INTERNAL REGISTER OF BENEFICIAL OWNERS ... 22
5.1 The obligation to appoint an official responsible for maintaining the beneficial ownership register ... 22
5.2 Information to be entered in the beneficial ownership register ...22 5.3 Obligation to store the supporting documents ...23 5.3.1 The supporting documents required to be kept ...23 5.3.2 The retention period of the internal register of beneficial owners and supporting documents ...24 5.3.3 The place of storage of the internal register of beneficial owners and supporting documents ...24
- THE OBLIGATION TO FILE INFORMATION IN THE CENTRAL REGISTER OF BENEFICIAL OWNERS MAINTAINED BY THE DIRECTORATE GENERAL OF TAXAITON ...24
6.1 Filing procedures ...24 6.2 Filing deadline ...25 6.3 Content of the declaration ...25 6.3.1 Information on the reporting company ...25 6.3.2 Information on the beneficial owner ...26 a) Information on the identity of the beneficial owner: ...26