Ultimate beneficial ownership: how to trace who really controls a company

An ultimate beneficial owner (UBO) is the natural person who ultimately owns or controls a company — not the holding company on the share register, and not the nominee named in the filing. The distinction matters because sanctions, credit concentration and fraud all attach to people, while corporate documents describe entities.

The 25% threshold, and its limits

EU anti-money-laundering rules treat a shareholding or voting interest of more than 25% as an indication of beneficial ownership, and the UK's persons-with-significant-control regime uses a comparable 25% test. The threshold is a starting point, not a definition: control can also come from a right to appoint directors, a shareholders' agreement, or significant influence exercised in practice.

Working through the layers

Ownership is resolved by multiplying holdings down the chain. A person holding 60% of a parent that holds 50% of the operating company has an indirect 30% interest and is in scope; two 20% siblings acting together may also be, through control rather than percentage. Trusts, foundations and nominee arrangements each need their own treatment — the settlor, trustee, protector and beneficiaries all matter.

When nobody meets the threshold

Widely held companies often have no owner above 25%. The standard response is to record the senior managing officials as beneficial owners, document why no ownership-based UBO was identified, and keep the reasoning in the file. Leaving the field blank is the single most common audit finding in this area.

Registers are evidence, not truth

Beneficial-ownership registers vary in coverage and reliability, and public access has narrowed in the EU since the Court of Justice's 2022 ruling on general public access to such registers. Treat register data as one source, corroborate it against filings and shareholder documents, and record what you relied on and when.

Keep the structure under watch

Ownership is the part of a counterparty file most likely to change silently. A share transfer can move a customer inside a sanctioned group or concentrate three apparently separate exposures under one owner. Monitoring ownership change is as important as monitoring financial deterioration.

— RisQo Research Team, Infocredit Group