Part 1: Registration of Overseas Entities Schedule 2: Registrable beneficial owners Part 2: Meaning of "beneficial owner"
Part 2 of Schedule 2 sets out what is meant by the term "beneficial owner" for the purposes of Part 1 of the Act. Consistent with existing definitions in company law, a person (X) is a beneficial owner of an overseas entity or other legal entity (Y) if they meet one or more of the following conditions.
Ownership of shares: The first condition is that X holds, directly or indirectly, more than 25% of the shares in Y.
Voting rights: The second condition is that X holds, directly or indirectly, more than 25% of the voting rights in Y.
Right to appoint or remove directors: The third condition is that X holds the right, directly or indirectly, to appoint or remove a majority of the board of directors of Y.
Significant influence or control: The fourth condition is that X has the right to exercise, or actually exercises, significant influence or control over Y. This provision is intended to capture individuals who exercise control other than through the first, second or third conditions, and is intended to mean individuals with a level of control that is broadly equivalent to those with an interest in more than 25% of Y’s shares or voting rights.
Trusts, partnerships, etc: The fifth condition is that, in relation to Y, the trustees of a trust or the members of a partnership, unincorporated association or other entity, that is not a legal person under the law by which it is governed meet any of the conditions specified above (in their capacity as such) and X has the right to exercise, or actually exercises, significant influence or control over the activities of that trust or entity.