Coverage of corporate vehicles in beneficial ownership disclosure regimes

Ensuring the data system is fit for purpose

After developing a sound legal framework, agencies involved in BOT implementation should ensure that the data system put in place can completely and accurately capture and store BO information for all corporate vehicles. The OO Principles set out a framework for the collection, storage, and quality of data on beneficial ownership. [117] Important considerations include:

  • where and in what format BO information is collected and stored in a jurisdiction;
  • whether the data collection system allows for sufficient detail to be captured on corporate vehicles that are both covered and exempt from reporting BO information; and
  • how the regime’s coverage interacts with obligations to disclose information about indirect ownership and control, which may be held by various forms of intermediaries.

Structuring the data that is collected and centralising its access

Registers dedicated to collecting information on ownership and control of legal entities have been a main focus during the initial years of BOT reforms. However, a comprehensive regime should cover entities and arrangements in a harmonised way. This may include multiple points of data collection and storage for different categories of corporate vehicles, with different agencies or authorities responsible for their management. Whether there is one or multiple registers, information should be interoperable and accessible through one central platform to ensure the information offers a comprehensive overview of ownership and control, and that it is usable and actionable. [118] Specific considerations and best practices for centralising information is outside the scope of this briefing.

Some jurisdictions already have or plan to establish registers with separate but complementary mandates that are relevant to gaining a full picture of beneficial ownership (see Box 12). Where there are multiple points of BO data collection, the same standards should be applied. For example, there should be a harmonised definition of beneficial ownership and similar regulations ensuring information is kept up to date. Registers should use a data standard to ensure the data is interoperable. The data standard used should be able to accommodate sufficiently detailed information on all categories of corporate vehicles that are covered and to reflect changes over time, for example, in cases where a corporate vehicle being used by the same beneficial owners changes its legal form.

Box 12: Examples of where beneficial ownership data on different categories of corporate vehicles can be held

In Namibia and South Africa, the Office of the Master of the High Courts (Master’s Office) has historically been responsible for the registration of trusts, whilst the corporate registrar was responsible for the registration of companies. Therefore, when BOT legislation was introduced these bodies were logical points for BO data collection and storage for the corporate vehicles they respectively dealt with.

In the UK, the ROE contains information on specific types of foreign corporate vehicles. The ROE is set out in separate legislation to the UK’s PSC register, the Economic Crime (Transparency and Enforcement) Act, and the Companies Act, respectively, and it has a different scope and set of disclosure requirements. The ROE is nevertheless made publicly available through the same portal as PSC data, which facilitates ease of access to both sources of BO information.

Finally, there may be some jurisdictions looking to expand the scope of their disclosure requirements to all categories of corporate vehicles after having previously implemented a BO disclosure regime with a narrower scope. For example, dozens of countries have implemented BO registers for the extractive industries to meet their requirements as EITI members. Such registers will hold BO information about a particular subset of companies. Those designing and implementing BO reforms face the decision of whether these registers will continue to operate separately or be integrated into wider reforms.

Centralising data allows for a whole-of-government approach to verify the accuracy of the information being disclosed. This ensures the BO data held serves as an authoritative source of information that users inside and outside of government can draw from and use as a point of reference. Separate government institutions collecting BO information for their own purposes and using their own definitions and standards creates an unnecessary compliance burden and severely undermines the information’s quality, interoperability, and usefulness.

Collecting information on exempt corporate vehicles

Where a corporate vehicle is exempt from disclosing its beneficial owners, it should still have a legal obligation to make regular declarations. A declaration should include the basis on which the corporate vehicle qualifies for exemption. The design of the form and the data fields that capture BO information in a structured format should therefore allow for the declaration of an exemption to the register, including the basis for exemption.

Disclosure requirements for exempt corporate vehicles should be aligned with the purpose of existing requirements for covered entities and proportional to policy aims. They should include sufficient detail to be able to unambiguously identify the corporate vehicle. For auditability, it should be possible to connect the declaring vehicle to existing filings of information about its ownership and control, for instance on a stock exchange, using information available from the BO declaration or a related entry in a register. Where a third party is carrying out oversight outside a BO register and publishes relevant information on ownership and control, a clear reference to this information should be included in a declaration to ensure that it is easily accessible to any data user (see Box 13).

Box 13: Collecting data for exempt publicly listed companies [119]

PLCs that are granted an exemption from disclosing beneficial ownership to a register should be required to declare minimum information to ensure a complete data record, and they should routinely confirm their exemption status (e.g. annually).

It is recommended that PLCs be required to provide:

  1. information about the stock exchanges in which the company has equity listed;
  2. identifying information for the listed equity securities;
  3. information about the PLC itself; and
  4. confirmation on whether or not (1) makes the company eligible for exemptions from BO disclosure requirements.

The agency responsible for maintaining the BO register should have the capacity to:

  1. check and, if necessary, reject claims for exemptions based on the stock exchanges on which the company is listed; and
  2. record the fact that an exemption has been granted on the basis that the declaring entity is a PLC on an exchange with adequate ownership disclosure requirements.

Accounting for indirect ownership and control of all corporate vehicles

A final consideration is the relationship between the scope of coverage and the level of detail that companies need to report about their ownership and control. Gaining the full picture of a corporate vehicle’s beneficial ownership requires collecting information about corporate vehicles through which indirect ownership or control is exercised, which may be in foreign jurisdictions (see Box 14). Data systems will need to accommodate categories of corporate vehicles, and ways of exercising ownership and control, that may not exist in or are not known by the implementing jurisdiction. [120] For example, when legislating for the BOT of trusts, both Namibia and South Africa need to accommodate the roles of “protector” and “enforcer”, which do not exist in domestic trust law.

Any number of corporate vehicles may appear in an ownership chain, and those with an obligation to disclose their beneficial owners will benefit from guidance on how to determine what information should be included on each category of corporate vehicle in their chain. This guidance should take into account whether they are covered by the home or a foreign jurisdiction’s BO regime. In order to collect information on full ownership chains, it may not be necessary or desirable to collect information on all intermediary entities in an ownership chain. For example, if all entities in a chain are in the same jurisdiction, then only reporting their beneficial and legal owners will be sufficient, and requiring each entity to report details of its full chain will lead to redundancy. Which information should be collected is outside the scope of this briefing.

Box 14: Country examples of full ownership chain reporting requirements

Some jurisdictions, including Armenia, Denmark, and Ukraine, require full ownership chain reporting. For example, Ukraine’s legislation calls for a “schematic representation of the ownership structure”, indicating all persons with independently or jointly held direct or indirect ownership or those with significant influence on a covered corporate vehicle, as well as information about the level of participation of individuals and corporate vehicles in the chain. Further information is collected about each actor, such as identification information about domestic and foreign beneficial owners; names of domestic and foreign legal entities and registration information; and description of beneficial owners’ influence. [121]

Denmark’s guidance includes example schematics to illustrate how companies should report indirect ownership by clarifying “the entire ownership structure (ownership chain) in the company and the group, if several companies are involved”. [122] However, it provides exemptions for PLCs and SOEs that appear without requiring any information about where adequate ownership and control information can be found, which leaves the record incomplete.


[117] For more information, see: Open Ownership, Principles for effective beneficial ownership disclosure.

[118] March 2022 amendments to FATF Recommendation 24 explicitly require “beneficial ownership information to be held by a public authority or body functioning as beneficial ownership registry or may use an alternative mechanism if such a mechanism also provides efficient access to adequate, accurate and up-to-date beneficial ownership information by competent authorities”. See: FATF, Public Statement on revisions to R.24 (Paris: FATF, 2022),

[119] Armstrong and Lord, Beneficial ownership transparency and listed companies.

[120] Opening Extractives, Relational database design considerations for beneficial ownership information (s.l.: EITI and Open Ownership, 2021),

[121] Ministry of Finance of Ukraine, “НАКАЗ 19.03.2021 № 163 – Про затвердження Положення про форму та зміст структури власності”, Sections 7-9, 8 June 2021,

[122] See: Erhvervsstyrelsen, Vejledning om: Reelle ejere, “Kapitel 5 – Scenarie 1: Virksomheden har reelle ejere”.

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