Who Counts as a Beneficial Owner?
A beneficial owner is an individual who ultimately owns or controls the company, usually by holding more than 25% of its shares or voting rights, directly or through other companies, or by controlling it in another way. Only if no one can be identified after all reasonable steps are the company's senior managing officials, usually the directors, registered instead.
The tests
- Ownership: more than 25% of the shares or voting rights. Exactly 25% doesn't count; 25.01% does.
- Control by other means: for example a right to appoint or remove most of the directors, or a shareholders' agreement giving someone the deciding vote.
- Fallback: only if no beneficial owner can be identified after all reasonable steps, or there's doubt about who it is, the senior managing officials, usually the directors, are registered. The company should keep a record of the steps it took.
A beneficial owner is always an individual. A company can't be one.
Corporate shareholders
If another company holds shares, you look through it to the individuals who own or control it. Someone who owns 60% of a holding company that owns 50% of your company indirectly holds 30%, and is a beneficial owner.
We trace the ownership, confirm who must be registered and file it for you.
Trusts and nominees
Shares held by a nominee belong, for this purpose, to the person they're held for. Shares held in a trust need care: the trustees, the settlor, the beneficiaries or a protector may need to be considered. We'll look at the documents before deciding who to register.
A worked example
Anna owns 40%, Ben owns 35% and five investors own 5% each. Anna and Ben are beneficial owners. If Ben sells 15% to the investors equally, he drops to 20% and is no longer one, and the RBO must be told within 14 days.
Sources
Last checked 14 November 2026 against the beneficial ownership regulations (S.I. 110 of 2019), RBO and CRO guidance. This is general information, not legal or tax advice for your company.