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Government’s changes to improve Beneficial Ownership Transparency

Author

Andy Wood

Andy is a practical, creative tax adviser who assists a variety of clients in achieving their personal and commercial objectives in the most tax efficient manner.

The government has set out the steps it will take to make it easier for authorities to identify the beneficial owners of corporate entities; these steps include changes to Company Law and Money Laundering regulations, and the creation of a publicly accessible central register.

This is in response to a commitment by the G20 leaders to combat the misuse of corporate entities for money laundering, the financing of terrorism and other illegal purposes by making it easier for authorities to identify the individual who genuinely owns and controls them.

The main changes are as follows:

Companies:

  • The definition of ownership and control will be clarified to identify a natural person as the beneficial owner of a company.
  • Companies will be obliged to know who owns and controls them, and to hold up-to-date information about their beneficial ownership.
  • Companies will be obliged to make this information available to domestic authorities such as law enforcement and tax authorities, and to report information to a publicly accessible central register.
  • Company law has already been amended to:

i.Prohibit companies from having corporate directors (with some exceptions).

ii.Align legal duties for shadow directors more closely with those of individual directors.

  • Companies are no longer allowed to issue new bearer shares, and should already have given notice to bearer shareholders that they must surrender their shares, having them exchanged to registered shares or cancelled. Bearer shares formed the basis of some legitimate tax planning for non UK domiciled taxpayer who should now seek expert guidance.

Note, companies which retain bearer shares on 26 February 2016 will be required to apply to the court to cancel them and to pay into court an amount equal to the nominal value of the shares within 14 days of the cancellation together with any suspended distributions to ensure that all bearer shares are cancelled – ACT NOW

Trustees:

  • Trustees will be required to hold beneficial ownership information for settlors, trustees and beneficiaries.
  • A central register will be kept which will be accessible by domestic authorities, but not by the general public.

Exchange of information:

  • Mechanisms will be implemented to share and exchange beneficial ownership information with foreign authorities.

Money laundering regulations:

  • Changes to Money Laundering regulations will be required to implement some of the changes and these are expected to be made in 2017.

 

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