The three tests
- an individual who directly or indirectly ultimately owns or controls twenty-five per cent or more of the shares, interests, voting rights or partnership interests
- an individual who exercises ultimate effective control over the management
- an individual who exercises control by other means
Where no individual satisfies any of those tests, the individual holding the position of senior manager is the beneficial owner.
The threshold
Twenty-five per cent or more
The 2025 Act moved the test from “more than 25 per cent” to “25 per cent or more”.
Tracing through a chain
The test asks who directly or indirectly ultimately owns or controls the legal person. Where the interest is held through one or more other entities, you must trace the chain until you reach an individual, and record the relevant legal entities through which that individual holds.
Each relevant legal entity in the chain is recorded with its own minimum required details: corporate name, registered or principal office, legal form and governing law, jurisdiction and date of incorporation, registration number, any stock exchange listing, nominee status, and the nature and extent of the interest it holds.
Record the chain, not just the individual
Your register must show how the individual holds the interest, not only that they hold it. The relevant legal entities are what make the holding traceable, and they are filed with us alongside the beneficial owners.
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