Beneficial owner term
A beneficial owner is a natural person who owns the benefits of ownership even though right to some form of business is in another name. It also indicates any individual or group of individuals who, both directly or indirectly, has the ability to vote or control the transaction decisions regarding specific security, such as shares in a company
In the event of natural person holds at least 25 % shares in the company, he is treated as a beneficial owner. Most of the companies have only 1 director and 1 shareholder with 100% shares. In this scenario, the beneficial owner is the 100% shareholder, who are together the director of the company.
Look at the other example. Company has 5 shareholders:
A keeps 20% shares, B – 30%, C-30%, D – 10% and E – 10% shares
in the share capital of the company. Who is the beneficial owner of the company in this case? Only B and C candidates because they have more than 25% shares in the company capital. Persons called “B” and “C” should fullfill statutory duties and be appointed as “Beneficial Owners” to Commercial Registrar.
2. Which entities are obliged to submit their data to registrar?
- Private limited companies (OU companies)
- Public limited companies
- General partnerships
- Limited partnerships
- Commercial associations
- Non-profit associations
- European company and European Economic Interest Grouping
3. Branch of foreign companies
As article no. 384 (2) of the Commercial Code stipulates:
“(2) A branch is not a legal person. The company shall be liable for the obligations arising from the activities of the branch.”
The legal entity registered under foreign law is responsible for its branch and receiving information concerning the beneficial owners, who control the company. Branch of foreign companies is not obliged to appoint beneficial owners to Commercial Register.
Shareholders, who are listed companies on regulated markets
Only subsidiaries belonging to companies listed on the stock market are obliged to appointing of beneficial owners.
Others – listed companies do not need to do it. If the not listed company has one shareholder – listed company
on the regulated market – you do not need to indicate the beneficial owner.
Penalties and notifying of RIK about UBO
The beneficial owner’s data needs are submitted within 60 days of 1 September. The entered data of beneficial owners in the RIK can be changed, confirmed or added. Needed details of beneficial owners in case of private limited companies:
1) The name of the person
2) The personal code from e-Residency card
3) Country of living
4) Place and date of birth in the event if e-ID is not issued
5) data of the manner in which the person exercises control
Max amount of penalty for a natural person is 32,000 EUR for the failure of submitting UBO to Commercial Register.
We can help you manage corporate records to indicate correctly the Ultimate Beneficial Owners of the company. We need to do with diffirent ways:
- as your Attorney ( on grounds of Power of Attorney ) – you will issue POA in your country of living in the form of notarial deed and post this POA to our estonian office)
- as your Attorney ( you will grant access via RIK with using e-ID e-Residency card)