Data Schema / Technical guidance / Representing beneficial ownership

Representing beneficial ownership

Key requirement: If a person is a beneficial owner of an entity - whether directly or indirectly - and the person or entity is required to declare this beneficial ownership, there MUST be an Ownership-or-control Statement connecting the two which represents the beneficial ownership relationship.

Overview

Beneficial owners can exercise ownership-or-control directly in an entity (expected to be a company) or indirectly, via intermediary entities (such as arrangements or other companies). It must be clear in a BODS dataset which people are declared as beneficial owners of which companies (and which entities are intermediaries). And it must be clear what overall control or ownership beneficial owners have (regardless of whether it is direct or indirect).

In the above situation, Person 1 indirectly benefits from a 15% shareholding in Company E and Person 2 has a direct 32% shareholding in Company E. In a jurisdiction where people with a shareholding (direct or indirect) of over 10% in a company should be disclosed as beneficial owners, both Person 1 and Person 2’s interests would be declared. Additionally, the jurisdiction may require that details of Person 1’s indirect interest are disclosed. That is: that some details of the chain Company E - Company A - Person 1 are also disclosed.

In BODS, the following properties are used to represent such information disclosure:

• beneficialOwnershipOrControl (See Interest)

• directOrIndirect (See Interest)

• componentStatementIDs (See OwnershipOrControlStatement)

• isComponent (See EntityStatement)

Requirements

The beneficial ownership relationship

If a person is a beneficial owner of an entity, entity X, whether directly or indirectly, and one of them is required to declare this beneficial ownership:

1. There MUST be a primary Ownership-or-control Statement connecting the two which represents the beneficial ownership relationship. In particular:

   1. the entity’s Statement MUST be the subject;

   2. the person’s Statement MUST be the interestedParty;

   3. isComponent MUST be false;

   4. the interests which make the person meet the criteria for their being declared a beneficial owner MUST be included in this primary Ownership-or-control Statement if known; and

   5. the interests in (d) MUST have beneficialOwnershipOrControl set to ‘true’.

2. If beneficial ownership is known to be exercised indirectly, via intermediary entities then directOrIndirect MUST be ‘indirect’. If it is known to be exercised directly then directOrIndirect MUST be ‘direct’. Otherwise directOrIndirect MUST be ‘unknown’.

Intermediaries

Where beneficial ownership is known to be exercised indirectly, via known intermediary entities, this SHOULD be represented in addition to the above. In particular:

1. The chain of known intermediary entities SHOULD be represented by secondary Entity Statements, Ownership-or-control Statements and Person Statements.

2. These secondary statements SHOULD link the beneficial owner’s Statement to entity X’s statement indirectly.

3. These secondary statements SHOULD all have isComponent set to ‘true’.

4. These secondary statements SHOULD all have their statementID values listed in the componentStatementIDs array of the primary Ownership-or-control Statement.

5. When the primary Ownership-or-control Statement is published in a BODS file:

   1. all secondary statements referenced from componentStatementIDs MUST also be published in that file;

   2. all secondary statements must appear before the primary Ownership-or-control Statement in the list of statements.

Example

In the following example, Person 1 is a beneficial owner of Company E. They exercise that beneficial ownership via an intermediary company, Company A. (Note: abbreviated statement IDs are used for brevity and clarity of explanation. Short IDs like ‘ooc-2’ are not valid in BODS.)

Statement order

An example of valid statement order for the above would be: p-1, e-1, e-2, ooc-3, ooc-2, ooc-1.

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