1. Beneficial Ownership &
Shareholders Transparency
Prepared by Natalia Perestyuk,
Managing Partner at Network Partners
MBA, Attorney at law

2. FATF goal (behind RQs on BO/ST)
Identity of known or suspected criminals
True purpose of an account or property held by a
corporate vehicle
Source or use of funds or property associated with a
corporate vehicle

3. Key Examples to Obscure BO/ST (1)
a) shell companies (which can be established with
various forms of ownership structure), especially in
cases where there is foreign ownership which is spread
across jurisdictions
b) complex ownership and control structures
involving many layers of shares registered in the name
of other legal persons
c) bearer shares and bearer share warrants
d) unrestricted use of legal persons as directors

4. e) formal nominee shareholders and directors where
the identity of the nominator is undisclosed
f) informal nominee shareholders and directors, such
as close associates and family, and
g) trusts and other legal arrangements which enable a
separation of legal ownership and beneficial
ownership of assets
h) use of intermediaries in forming legal persons,
including professional intermediaries
Key Examples to Obscure BO/S (2)

5. Effective AML/TF System Criteria
Basic information is available publicly.
Beneficial ownership information is available to
competent authorities.
Persons who breach these measures are subject to
effective, proportionate and dissuasive sanctions.
This results in legal persons and legal arrangements
being unattractive for criminals to misuse for money
laundering and terrorist financing

6. BO notion (Legal Person)
Beneficial owner refers to the natural person(s) who
ultimately owns or controls a customer and/or the natural
person on whose behalf a transaction is being conducted.
It also includes those persons who exercise ultimate
effective control over a legal person.
Reference to “ultimately owns or controls” and “ultimate
effective control” refer to situations in which
ownership/control is exercised through a chain of
ownership or by means of control other than direct
control.

7. R24: LP Transparency&BO
To prevent the misuse of legal persons for ML/TF.
To ensure there is adequate, accurate and timely
information on the beneficial ownership and control of
legal persons (including cases of bearer shares/warranties,
nominal directors/shareholders) that can be obtained or
accessed in a timely fashion by competent authorities.
To consider measures to facilitate access to beneficial
ownership and control information by financial
institutions (in line with R10 & R22)

8. BO notion (Legal Arrangement)
Natural person(s), at the end of the chain, who ultimately
owns or controls the legal arrangement, including:
those persons who exercise ultimate effective
control over the legal arrangement, and/or
the natural person(s) on whose behalf a transaction
is being conducted

9. R25: LA Transparency&BO
To prevent the misuse of legal arrangements for ML/TF.
To ensure there is adequate, accurate and timely
information on LA (including information on the settlor,
trustee and beneficiaries of express trusts), that can be
obtained or accessed in a timely fashion by competent
authorities.
To consider measures to facilitate access to beneficial
ownership and control information by financial
institutions (in line with R10 & R22)

10. T2S Program Timelines

11. Migration to T2S: Key Dates
User testing (completed)
stared in August 2014
Community testing
2nd
of March 2015
First wave of migration
22nd
of June 2015
Second wave
28th
of March 2016
Third wave
12th
of September 2016
Final wave
6th
of February 2017

12. 4 Waves of Migration to T2S
First wave
22 June 2015
T2S Go Live
Second wave
28 March 2016
Third wave
12 September 2016
Fourth wave
6 February 2017
Bank of Greece
Securities Settlement
System (BOGS)
Euroclear Belgium Clearstream Banking
(Germany)
Centrálny depozitár cenných
papierov SR (CDCP) (Slovakia)
Depozitarul Central
(Romania)
Euroclear France KELER (Hungary) Eesti Väärtpaberikeskus (Estonia)
Malta Stock Exchange Euroclear Nederland LuxCSD (Luxembourg) Euroclear Finland
Monte Titoli (Italy) Interbolsa (Portugal) Oesterreichische
Kontrollbank (Austria)
Iberclear (Spain)
SIX SIS (Switzerland) National Bank of Belgium
Securities Settlement
Systems (NBB-SSS)
VP Lux (Luxembourg) KDD - Centralna klirinško
depotna družba (Slovenia)
VP Securities
(Denmark)
Lietuvos centrinis vertybinių
popierių depozitoriumas
(Lithuania)
BNY Mellon CSD (Belgium)
LCD - Latvijas Centralais
depozitarijs (Latvia)

13. Transparency regimes in EU
First layer/final layer holders of securities in CSDs
Account holders, end investors & shareholders
Stocks & Flows

14. EU Transparency* on Share Holdings
None info of holding:
NL, BE (bearer securities)
DE (bearer securities owned by foreign investor)
Limited by 1st
layer
CSD records: AT, EE, ES, IE, MT, SI, UK
Issuers’ access: AT, DE, ES, EE, FI, SE, SI
*up to date country status change since 2011 to be clarified

15. EU Transparency* on Share Flows
No real-time data on flows available to the issuers:
AT, BE, FR (bearer), HU, IT, LT, LV, NL, PL, PT, RO, SK
No inputs to maintain pre-AGM register:
DK, NO, PL, RO
*up to date country status change since 2011 to be clarified