Defining and capturing information on the beneficial ownership of listed companies

  • Publication date: 28 March 2024
  • Authors: Ramandeep Kaur Chhina, Tymon Kiepe


Publicly listed companies (PLCs, or listed companies) are companies that offer some or all their shares of stock to the general public to trade on securities markets through a stock exchange. [1] They play a significant role in the global economy, and many of the world’s largest and most valuable companies are PLCs. A PLC’s ownership is often distributed among general public shareholders through the free trade of shares on stock exchanges or over the counter markets. [2]

It was estimated that at the end of 2017, there were approximately 41,000 listed companies in the world with a combined market value of nearly USD 84 trillion, which was roughly equivalent to the global GDP. [3] The total market capitalisation of listed companies increased between 2017 and 2022, reaching nearly USD 98.5 trillion in 2022, with the world’s top 50 PLCs holding over a quarter of the proportional market share of global GDP in 2020. [4]

In light of the role of PLCs in the global economy, it is important that securities markets function well. To protect existing and potential investors and foster confidence in the markets, PLCs are often made subject to strict transparency and disclosure requirements by jurisdictions where they are registered or listed. For instance, they are often required to file certain reports to their respective regulators on an annual, quarterly, or ongoing basis, such as audited financial statements, management reports, responsibility statements, and beneficial interest (BI) reporting.

Since the mid-2010s, many jurisdictions have been implementing beneficial ownership transparency (BOT) reforms through requiring the upfront disclosure by corporate vehicles of their beneficial ownership (BO) to a central government register. Many countries are doing so in order to comply with Recommendations 24 and 25 of the global anti-money laundering (AML) standard-setting body, the Financial Action Task Force (FATF). To ensure an effective BO disclosure system, and to ensure it can achieve the widest range of policy aims, disclosure requirements should comprehensively cover all relevant types of entities and arrangements. [5]

There are, however, significant practical challenges to applying BO disclosure requirements to PLCs, whose ownership is highly distributed and subject to rapid change. It is difficult for many PLCs to maintain a clear, real-time picture of their beneficial owners due to their numerous and geographically dispersed shareholders; the prevalence of intermediaries and nominees; and the high speed of trading in securities globally, which means that aggregate ownership by any one individual in a PLC may change in intervals of seconds. Many implementers lack knowledge and information on what disclosure requirements related to BO they should put in place for PLCs to provide relevant, useful, and usable information. Jurisdictions often exempt PLCs from their BO disclosure regimes on the basis that PLCs are already subject to transparency and accountability requirements.

Although the misuse of PLCs for money laundering (ML) and other financial crimes may appear to be limited and the risk is generally considered to be low, there are some documented cases of their misuse in ML, corruption, tax evasion, and especially fraud cases. In cases where jurisdictions have excluded certain types of corporate vehicles from disclosure requirements, this has displaced risk and led to them becoming more attractive for misuse. [6] Civil society organisations have therefore been proposing and advocating for means by which transparency about who owns, controls, and benefits from PLCs may be strengthened. [7] Further exploration is needed to establish whether, in addition to the existing transparency and disclosure requirements on PLCs, BO disclosure is an appropriate instrument to generate useful information for their oversight.

This briefing explores a number of relevant questions for policy makers and agencies with responsibilities for implementing BOT reforms. These include the extent to which the reporting requirements already placed on PLCs by regulators and stock exchanges ensure sufficient visibility of and access to information about who ultimately owns, controls, and benefits from them; whether these requirements are sufficiently standardised across jurisdictions and stock exchanges; and which details should be collected from both exempt and non-exempt PLCs to ensure relevant information is readily accessible, useful, and usable. This briefing aims to address this through an analysis of international and national policy and regulatory frameworks on the BOT of PLCs, systematically exploring these questions and providing considerations for policymakers. It also identifies gaps for further research. The aim is to help decision makers and those implementing or supporting BO disclosure reforms to think through various issues and approaches toward ensuring the BOT of PLCs.

The briefing concludes with the following policy considerations:

  • Policymakers should consider what information should be collected from PLCs and how this should be defined. They should consider the practical realities of PLCs as well as the concepts of BO and BI, and it should balance compliance feasibility with an exploration of the extent to which the information is useful and can be used to achieve stated policy objectives. Requiring BI information may be sufficient to meet some policy aims, and it may serve as a useful definition of the minimum amount of information to collect from all PLCs, in combination with BO disclosure where necessary and feasible. Jurisdictions should assess whether definitions of BO and BI are already included in their legislation and ensure a clear distinction is made between the definitions of BO and BI.
  • Collecting and collating information about who owns, controls, and benefits from PLCs centrally, including reliable identifiers for corporate vehicles and individuals, will enable combining the information with other centrally held BO information. This can help with BO disclosure for non-listed corporate vehicles where PLCs appear in their ownership chains. Centralising the information will enable all users who have a role in advancing a jurisdiction’s policy aims to access relevant information so it can be effectively used, as well as enabling necessary safeguards around access to be put in place. Standardising international definitions and data structures enables the integration and exchange of information, and lowers compliance burdens.
  • The principle that relevant information is collected and is centrally accessible should be guiding to setting exemptions. They should only be granted on the basis that this information exists somewhere and is readily available. Other factors, like the feasibility of disclosure for a PLC, could also be a criterion. There is a role for international standard setters and multilaterals to play in assessing the adequacy of transparency and reporting requirements to stock exchanges in order to assist governments in assuring their BOT regimes are providing sufficient coverage of PLCs.
  • PLCs should not be wholly excluded from disclosure requirements to a central register, and they should at the minimum be required to disclose sufficient information to identify them, understand why they have been exempt, and readily access relevant information.

An introduction to listed companies

A PLC is a company that has some or all of its equity traded publicly on a regulated market. Whilst other types of corporate vehicles, such as trusts and investment funds, may be listed publicly in some jurisdictions, companies are by far the most common type of corporate vehicle found on stock exchanges, and are thus the focus of the briefing. Listed corporate vehicles structured as trusts are often investment funds, which are covered in a separate briefing. [8] In turn, investment funds typically hold or are involved in majority shareholdings of PLCs. Therefore, BOT of PLCs and investment funds should be considered together.

Listed companies typically need to meet certain legal and regulatory requirements, which may vary from country to country. Some common criteria include the following:

  • Minimum share capital: Many jurisdictions require a minimum amount of share capital to be issued and paid up. This ensures that the company has sufficient funds to meet its obligations.
  • Public offering: A PLC must offer a portion of its shares to the public for purchase. This is usually done through an initial public offering, where shares are sold to investors on a stock exchange.
  • Limited liability: Shareholders of a PLC have limited liability, meaning their personal assets are protected from the company’s debts. This encourages investment.
  • Disclosure and reporting: PLCs are often subject to strict disclosure and reporting requirements depending on the stock exchange where their securities are publicly traded, as well as being subject to the regulations and oversight of financial regulators and supervisors. For instance, a PLC registered on the London Stock Exchange (LSE) is subject to the Financial Conduct Authority’s (FCA) regulations and requirements. Similarly, a PLC listed on the New York Stock Exchange (NYSE) is subject to United States (US) Securities and Exchange Commission (SEC) rules and regulations.

The specific rules and regulations applicable to PLCs vary depending not only on the jurisdiction but also the market in which a company is listed. For instance, in the United Kingdom (UK), the rules and regulations for companies listed on the Main Market of the LSE differ from the companies listed in the Alternative Investment Market (AIM) of the LSE, which are considered to be lower (see Box 8). [9] Similarly, the rules and regulations governing the issuance of certificated shares and uncertificated shares by PLCs may vary depending on the jurisdiction (see Box 1). [10] Many jurisdictions are moving away from certificated shares in recent years to promote greater transparency and efficiency in a process called dematerialisation. [11]

Box 1. Certificated and uncertificated shares

Certificated shares refer to shares of stock in a company that are represented by physical share certificates. Each share certificate is a printed document that serves as proof of ownership and outlines the specific details of the share, such as the number of shares owned, the shareholder’s name, and any unique identification numbers. Uncertificated shares, on the other hand, refer to shares of stock that are held in electronic or book-entry form without the issuance of physical share certificates.

Representation Transfer process Record keeping
Certificated shares Certificated shares are physical, tangible paper documents that provide evidence of ownership. When a shareholder wants to transfer or sell certificated shares, they must endorse and physically deliver the share certificate to the new owner. The ownership and transfer of certificated shares involve maintaining a physical record of share certificates and their ownership.
Uncertificated shares Ownership of uncertificated shares is recorded electronically in the company’s books or with a centralised depository. Transfers of uncertificated shares are typically done through electronic entries in the company’s records or through a centralised electronic system, such as a depository. Ownership and transfer records for uncertificated shares are maintained electronically, providing a more efficient and convenient method of managing share ownership.

Understanding how shares can be held in a jurisdiction is important to determining appropriate transparency requirements, as risks may be higher for one type or another. For example, certificated bearer shares that allow for ownership by the person in physical possession of the share certificate have been disallowed in most jurisdictions and are not permitted to be issued or held under the requirements of the FATF due to their high risk of misuse.

In addition to financial regulators and supervisors, there are a number of other intermediaries that play an important role, with varying degrees of responsibility, in ensuring the effective and smooth functioning of the financial market. These include, for instance, stock exchanges, clearinghouses, brokers, and central securities depositories (CSDs) (see Box 2).

Box 2. Role of different actors in securities markets

Stock exchanges are the primary marketplaces where shares of PLCs are bought and sold. Stock exchanges are companies, and they are required to fulfil the requirements of the national securities regulator where they are established in order to get the status of a stock exchange. [12] For instance, the NYSE is owned by the Intercontinental Exchange, which is an American holding company that it also lists. Stock exchanges provide a platform for companies to list their shares and for investors to trade them. They establish listing requirements that companies must meet to be traded on their platform, including disclosure requirements on ownership and control of PLCs. Shares traded through stock exchanges are often held by intermediaries, such as stock brokers, and pooled investment vehicles, such as mutual funds. Their ownership can be highly distributed and subject to frequent and rapid change.

Brokers are intermediaries who are typically licensed by a specific regulatory body in a jurisdiction to facilitate the buying and selling of shares on behalf of investors. They execute trades on stock exchanges, provide market analysis, and offer advice to clients. Brokers are vital for individual and institutional investors who want to participate in the stock market. The FATF Recommendations require brokers to be included as reporting entities under AML legislation. This means brokers are required to identify and take reasonable steps to verify the identity of the beneficial owners of their clients.

A clearinghouse is a designated intermediary in the trading process between a buyer and seller in a financial market. A clearinghouse validates and finalises the transaction, ensuring that both the buyer and seller honour their obligations. Every stock exchange has a designated clearinghouse or an internal clearing division to handle this function, which reduces counterparty risk and ensures the integrity of the market. In most jurisdictions, clearinghouses are subject to AML requirements, including the need to perform know-your-customer (KYC) and customer due diligence (CDD) checks.

CSDs are specialised financial institutions or organisations that provide services related to the holding, settlement, and transfer of securities of PLCs through the updating of electronic records, often known as book-entry records. Their primary function is to facilitate the safekeeping and efficient movement of financial instruments such as stocks, bonds, and other securities in a centralised electronic system. CSDs play a critical role in modern securities markets, enabling efficient, secure, and transparent trading and settlement. They are regulated entities in most jurisdictions and are required to adhere to specific regulatory standards, including AML obligations, to ensure the integrity and stability of the financial system. Many countries have one domestic CSD that was traditionally associated with the national stock exchange. These are typically heavily regulated by the government and may or may not be separate from the exchanges where trading in securities occurs. [13]

CSD participants may vary depending on the specific CSD, region, and financial market structure. However, the primary participants typically associated with CSDs include the companies issuing shares, which seek to have their securities held and transferred through a CSD, and financial institutions, usually banks and brokers or brokerage firms, which act as intermediaries between investors and the CSD. Other entities involved in the securities market, such as market makers, transfer agents, and custodians, may interact with CSDs to perform specific functions related to the trading, settlement, or custody of securities. CSDs often work in close consultation and coordination with the private financial sector, including the stock exchange, private operators of CSDs, clearinghouses, banks, custodians, and broker-dealers.

General legal and regulatory framework for listed companies

Transparency of PLCs’ activities is essential for fair and proper functioning of capital markets and to protect existing and potential investors. Investors need reliable and timely information about the business performance and assets of the companies in which they invest, including transparency in the ownership and control structures of PLCs.

Examples of transparency and reporting requirements in the European Union and the United States

In the European Union (EU), there are special reporting rules for companies with securities admitted to trading on regulated markets. Any companies issuing securities are required to make their activities transparent by regularly publishing information, including yearly and half-yearly financial reports; information on voting rights, including those held through derivatives; major changes in the holding of voting rights; and ad hoc inside information which could affect the price of securities. [14] Each EU country is also required to create a mechanism through which the public can access the information disclosed by listed companies, including information on BI (see Box 3), and to ensure “at least one officially appointed mechanism for the central storage of regulated information”. [15]

Box 3. Beneficial interest and beneficial ownership

BI is a term that appears in company, trust, and property-related legislation of many jurisdictions, often referring to rights for third parties to a contract or trust. The term precedes BO in legislation, and there is no internationally accepted definition.

In disclosure requirements for PLCs, BI is sometimes used to refer to the interests held by a natural person or corporate vehicle who participates in any distributions in relation to the company’s securities; exercises rights attached to them; or can direct their dispositions. A BI holder may have these interests even if the legal title or formal ownership is held by another entity or person. For example, an individual or a company may hold the legal title to shares on behalf of another person, but that person has the BI in the shares, entitling them to the economic benefits, such as dividends and capital appreciation.

Although BI may also use a percentage of shares as a threshold to determine disclosure, because BI does not extend to the natural person, implicitly there is no requirement to check if an individual may meet this threshold through the aggregation of multiple holdings.

BI focuses on the powers of a holder either over or conferred by the shares, whilst BO focuses on the holder (a natural person)’s power over the corporate vehicle. Therefore, there will always be a party who has a BI in the shares of a corporate vehicle, but there will not always be a party that has BO of a corporate vehicle. Additionally, BI will not extend to powers over the corporate vehicle not conferred by shares.

Beneficial interest in shares Beneficial ownership
Similarities – Captures information about rights a party may have with respect to a corporate vehicle in various ways, for example through shareholding, agreements, relationships, or nominee arrangements
– Goes beyond immediate legal ownership to understand multiple levels of actors benefitting from the corporate vehicle’s activities
– Uses thresholds (percentage of securities) to determine disclosure
– Captures information about rights a party may have with respect to a corporate vehicle in various ways, for example through shareholding, agreements, relationships, or nominee arrangements
– Goes beyond immediate legal ownership to understand multiple levels of actors benefitting from the corporate vehicle’s activities
– Uses thresholds (percentage of securities) to determine disclosure
Differences – Can be a natural person, a legal entity, or a legal arrangement
– Focuses on power associated with or over the shares (i.e. economic benefit, voting power, and the power to dispose of shares)
– Does not necessarily consider aggregate power through multiple interests
– Must be a natural person
– Focuses on power over the corporate vehicle (ultimate ownership or control, including control not related to share ownership)
– Requires looking at aggregate power through multiple interests

In some jurisdictions, such as South Africa, before BOT reforms were implemented all companies were subject to BI disclosures. There, PLCs exempt from BO disclosure remain subject to BI disclosure, as the former is deemed unfeasible to comply with (see Box 7). This briefing will explore in more depth whether BI is a more useful and relevant concept for PLCs compared to BO.

In some jurisdictions where PLCs are subject to the disclosure of BI – as it is defined in Box 3 – it is referred to as BO. In the US, disclosures to the SEC for PLCs are referred to as BO, even though what is being reported is closer to the definition of BI, and BO is separately defined for other corporate vehicles.

Similar to the EU requirements, in the US, companies that are listed on the major US stock exchanges must follow the SEC’s regulations. [16] Any company seeking to trade its securities publicly must disclose information through a two-part registration process that includes a prospectus and a document that contains, among others, the company’s strengths, weaknesses, opportunities, and a threat analysis. PLCs are also required to prepare and issue two disclosure-related annual reports, one for the SEC and another for the company shareholders. The reporting requirements are also clearly stated under sections 13(d) and 13(g) of the Securities Exchange Act 1934 and Regulations 13D-G (Box 4). [17] Any reports submitted to the SEC are required to be updated by the company. As previously mentioned, even though the term BO is used, the definition is similar to the concept of BI (see Box 4). [18]

However, it is important to distinguish between these two terms when analysing the disclosure requirements applied by regulators or stock exchanges to PLCs. BO disclosure requirements are broader than BI disclosure requirements. Nonetheless, BI disclosure requirements sometimes overlap with BO disclosure requirements. For example, ownership of more than 10% of shares would be captured in the BI disclosure requirements of many exchanges, which might also meet the definition of BO in the jurisdiction. BI information may be useful for competent authorities to understand the ownership and control of PLCs and to follow the lead to identify natural persons who are ultimately owning or controlling a PLC, even when the BO information has not been disclosed. Therefore, irrespective of the terms jurisdiction’s use, this briefing will use the terms BI and BO as defined in Box 3.

Box 4. The definitions of beneficial owner under the US Securities Exchange Act and Corporate Transparency Act

The Securities Exchange Act Rule 13(d-3) defines a beneficial owner as “any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (1) voting power which includes the power to vote, or to direct the voting of, such security; and/or, (2) investment power which includes the power to dispose, or to direct the disposition of such security”. [19] In the securities context, any person (whether natural or legal) [20] who is a beneficial owner of more than 5% of any class of a listed company’s stock must file a Schedule 13D or Schedule 13G; this information is made public for the benefit of actors such as investors and minority shareholders. As addressed in Box 3, the SEC’s definition of the term beneficial owner bears a closer resemblance to BI than BO, as it is understood in the context of the implementation of central BO registers and its adjacent policy areas, including AML, anti-corruption, and public procurement.

In contrast, the Corporate Transparency Act (CTA) – the act mandating the creation of a central BO register – defines a beneficial owner of an entity as “an individual who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise (i) exercises substantial control over the entity, or (ii) owns or controls not less than 25% of the ownership interests of the entity”. [21] Under the CTA, a beneficial owner can only be a natural person and BO covers within its scope both ownership and control, similar to the international standards. The meaning of the term beneficial owner thus differs between the US Securities Exchange Act and the CTA. The CTA’s primary policy objective is ensuring national security by combating ML and corruption, and domestic law enforcement is envisaged as the main data user group. The level of access will therefore differ, though BO information collected under the CTA will also be available to AML-regulated entities and foreign jurisdictions under certain conditions. The CTA exempts public companies with a class of securities registered under the Securities Exchange Act of 1934. [22]

Common transparency requirements across countries

Although transparency and disclosure regulations for PLCs may vary from country to country, common requirements include the following:

  • Financial reporting: PLCs are typically required to prepare and publish audited financial statements on a regular basis, usually annually. These financial reports often must conform to certain standards, such as the Generally Accepted Accounting Principles or the International Financial Reporting Standards.
  • Annual reports: In addition to financial statements, PLCs often publish comprehensive annual reports that provide a detailed overview of their business, operations, financial performance, and future prospects. These reports are made available to shareholders and the public.
  • Disclosure of material information: PLCs must promptly disclose any material information that could affect the value of their shares. This includes information about financial results, significant events – such as mergers, acquisitions, or lawsuits – and changes in leadership.
  • Shareholder meetings: PLCs are required to hold annual general meetings where shareholders can vote on important matters, including the election of directors and approval of financial statements.
  • Corporate governance: Many countries and international organisations provide guidelines and codes of corporate governance for PLCs. These often include recommendations for board composition, the role of independent directors, and executive compensation.

The transparency and disclosure requirements applicable to PLCs in many countries also extend to the disclosure of certain minimum information about ownership and control to a regulator, such as the Securities and Exchange Commission (Box 5). The required information on ownership and control is usually collected when the company has its initial public offering and is generally verified by the responsible financial institutions and other obliged entities that provide services to the company. This may be referred to as BI or BO information, even though these differ substantively (see Boxes 3 and 4 above). It may be stored at the stock exchange at the time of the offering and be generally accessible on its website. Whether and how frequently ownership and control information will be updated depends on the policy and rules of each stock exchange.

However, from a BOT policy perspective, it is important to note that a common approach taken by regulators is to place BI or BO disclosure requirements only on the shares that are listed and traded on the stock exchange. The unlisted shares in a PLC which are not traded on the stock exchange may be subject to less stringent disclosure requirements. For example, in the US, reporting requirements for shareholders who acquire more than 5% of shares are not applicable for unlisted shares, although they are required to file other information with the SEC, such as annual reports and periodic reports. This discrepancy may create information gaps in some cases that prevent data users from having a complete understanding of who owns, controls, and benefits from a PLC.

Box 5. Examples of beneficial interest or beneficial ownership disclosure requirements

In Argentina, the National Stock Exchange Commission requires the identification of the beneficial owners of companies listed on the stock exchange, applying a threshold of 10%. [23]

In China, listed companies are required to include in their annual reports minimal information about their beneficial owners, as defined by the FATF, along with their relationship with the respective companies. [24]

In Italy, the Italian public authority responsible for regulating the Italian securities market holds updated data on the major shareholders (more than 2%) with voting rights of the companies listed on the Italian stock exchange, whether held directly or indirectly. [25] Disclosure must be made where the holding exceeds or falls below the thresholds of 2%, 5%, every 5% increment until 50%, and 75%.

In the UK, Rule 5.1 of the FCA’s Disclosure and Transparency Rules (DTR) requires any person who holds or is deemed to hold, through direct or indirect holding of financial instruments falling within DTR 5.3.1R(1) (or a combination of such holdings), a minimum of 3% voting rights in a listed company to notify the listed company of this percentage. [26] The person is defined as “any person, including a body of persons corporate or unincorporate (that is, a natural person, a legal person and, for example, a partnership)”. [27] This reporting requirement is applicable when a person reaches, exceeds, or falls below 3% and each 1% increment until 100% for UK issuers and 5%, 10%, 15%, 20%, 25%, 30%, 50%, and 75% for non-UK issuers.

In the US, section 13(d) of the 1934 Act and Regulation 13D require those with more than 5% of a class of equity securities in aggregate, whether held directly or indirectly, of a publicly traded company to file a report with the SEC. Schedule 13D must be filed within five days of crossing the 5% ownership threshold. Each person reported as a beneficial owner is required to sign the form, including each member of a group; however, this information is not verified by the SEC, and arguably would be very difficult to verify. [28] Any information provided via Schedule 13D is also required to be amended promptly to reflect any material changes. [29]


[1] Listed companies are also known as publicly traded companies or publicly held companies. In some jurisdictions, shares in companies can be publicly traded without being listed. In the UK and other jurisdictions, PLC can refer to a public limited company, which does not imply they are listed. Other types of corporate vehicles can also be listed (for example, a unit trust). Although these are not within the scope of this briefing, the recommendations may still be relevant.

[2] Caroline Banton, “Publicly Traded Company: Definition, How It Works, and Examples”, Investopedia, 26 September 2023,

[3] A. De La Cruz, A. Medina, and Y. Tang, Owners of the World’s Listed Companies (Paris: OECD, 2019), OECD Capital Market Series, 5, (Whilst emphasising the importance of understanding the ownership of PLCs to fully comprehend their economic and strategic decision-making, the OECD report identifies that four main categories of investors dominate the ownership of PLCs, including: institutional investors (41%); public sector owners (14%); and private corporations and strategic individual investors, with a combined ownership of 18%.)

[4] See: “Total market capitalizations of domestic companies listed on stock exchanges worldwide from 2013 to July 2023”, Statista, August 2023,; Omri Wallach, “Top 50 Companies Proportion of World GDP”, Visual Capitalist, 19 July 2021,

[5] Open Ownership, Open Ownership Principles – Coverage (s.l.: Open Ownership, 2023),

[6] Alanna Markle, Coverage of corporate vehicles in beneficial ownership disclosure regimes (s.l.: Open Ownership, 2023), 8-9,

[7] See: Andres Knobel, Beneficial ownership in the investment industry: A strategy to roll back anonymous capital (s.l.: Tax Justice Network, 2019), 11,

[8] See: Ramandeep Kaur Chhina and Alanna Markle, Defining and capturing information on the beneficial ownership of investment funds (s.l.: Open Ownership, 2024),

[9] Companies listed on the main market of the LSE have key continuing obligations under the listing rules, the UK Corporate Governance Code, the FCA’s Disclosure Guidance, the Transparency Rules and Corporate Governance Rule, and the LSE’s Admission and Disclosure standards. The AIM is a specialised unit of the LSE, catering to smaller and growing companies from a wide range of countries and sectors. It was founded in 1995 and aims to offer a balanced approach to regulation, which is better suited to smaller companies, whilst offering appropriate investor protection.

[10] Please note that there is a difference between certificated shares and bearer shares. In the case of certificated shares, the ownership is directly tied to the person or entity named on the certificate. To transfer the ownership of certificated shares, the physical share certificate must be endorsed and physically delivered to the new owner or their representative. In the case of bearer shares, the ownership is not registered in any specific person or entity’s name but whoever holds the physical share certificate is deemed the rightful owner of the shares. To transfer the ownership of bearer shares, it simply requires transferring possession of the physical share certificate.

[11] See, for instance: Lucy Fergusson, “UK digitisation taskforce looks to abolish share certificates”, Linklaters, 18 July 2023,; “CSDR: Commission proposes targeted changes; Countdown to application of Article 3”, Arthur Cox, 6 May 2022,

[12] There are roughly 80 major stock exchanges in the world with a combined value of USD 110.2 trillion. See: Dorothy Neufeld, “Mapped: The Largest Stock Exchanges in the World”, Visual Capitalist, 18 October 2023, Depending on its laws, a country may have no stock exchange approved or there may be more than one stock exchange approved. For instance, in the US there are 13 stock market exchanges, and the major ones are NYSE and Nasdaq.

[13] There are also international CSDs that settle trades in international securities, such as eurobonds, although many also settle trades in various domestic securities, usually through direct or indirect (through local agents) links to domestic CSDs. Examples of international CSDs include Clearstream (previously Cedel), Euroclear, and SIX SIS.

[14] European Union Law, “Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC”, Official Journal of the European Union, EUR-Lex, latest version consolidated 9 January 2024, Amended in 2013 by: European Union Law, “Directive 2013/50/EU of the European Parliament and of the Council of 22 October 2013 amending Directive 2004/109/EC of the European Parliament and of the Council on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, Directive 2003/71/EC of the European Parliament and of the Council on the prospectus to be published when securities are offered to the public or admitted to trading and Commission Directive 2007/14/EC laying down detailed rules for the implementation of certain provisions of Directive 2004/109/EC”, Official Journal of the European Union, EUR-Lex, 26 November 2013,

[15] On 25 November 2021, the Commission adopted a proposal for a European Single Access Point as set out in action 1 of the 2020 capital markets union action plan. See: Directorate-General for Financial Stability, Financial Services and Capital Markets Union, “Capital markets union: Commission adopts package to ensure better data access and revamped investment rules”, European Commission, 25 November 2021,

[16] For US laws and regulations governing the securities market, see: Office of the Legislative Counsel, U.S. House of Representatives, “The Laws That Govern the Securities Industry”, SEC, 1 October 2013,

[17] See: SEC, Final Rule, “Modernization of Beneficial Ownership Reporting”, 17 CFR Parts 232 and 240 [Release Nos. 33-11253; 34-98704; File No. S7-06-22] RIN 3235-AM93, 2023,

[18] “Glossary – Beneficial Owner”, Nasdaq, n.d.,

[19] SEC, “Determination of beneficial owner”, 17 CFR 240.13d-3, as amended 7 November 2023,

[20] The term “person” is defined in the Securities Exchange Act as “a natural person, company, government, or political subdivision, agency, or instrumentality of a government”. See: Federal Government of the United States, “Securities Exchange Act of 1934”, Public Law 73–291, as amended through Public Law 117-328, enacted 29 December 2022, 11,

[21] 31 U.S.C. 5336(a)(3), added by CTA Section 6403(a).

[22] Andrew James Lom and Rachael Hashmall, “The Corporate Transparency Act is here—are you ready?”, Norton Rose Fulbright, January 2024,

[23] Resolution CNV 687/2016. See: Andres Knobel, Regulation of Beneficial Ownership in Latin America and the Caribbean (s.l.: Inter-American Development Bank, 2017), 37; “Argentine Securities Commission Updates Regulation on Ultimate Beneficial Ownership”, Marval, 4 July 2023,

[24] OECD, Beneficial Ownership Disclosure in Asian Publicly Listed Companies (Paris: OECD, 2017), 18,

[25] Michele Riccardi and Ernesto Savona, The identification of beneficial owners in the fight against money laundering, (Trento: Transcrime – Universita degli Studi di Trento, 2013), 66,; “Disclosure Requirements – Italy”, LuxCSD, 5 March 2024,

[26] FCA, “Section 5.1: Notification of the acquisition or disposal of major shareholdings”, Disclosure Guidance and Transparency Rules sourcebook, February 2024,

[27] “person – FCA Handbook”, FCA, n.d.,

[28] See: Cornell Law School, Legal Information Institute, “17 CFR § 240.13d-101 - Schedule 13D—Information to be included in statements filed pursuant to § 240.13d–1(a) and amendments thereto filed pursuant to § 240.13d–2(a)”, n.d.,

[29] See: “Officers, Directors and 10% Shareholders”, SEC, 6 April 2023,

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