AMLR Beneficial Ownership: Ownership & Control

Beneficial ownership under the EU Anti-Money Laundering Regulation cannot be reduced to a simple percentage check. Organisations must determine who ultimately owns the customer, who can control it and how ownership or control operates through direct, indirect and multi-layered structures.

Regulation (EU) 2024/1624 — AMLR — introduces a harmonised EU framework for beneficial ownership that will apply from 10 July 2027. For regulated businesses, the operational challenge is not simply updating the definition of a beneficial owner in an AML policy. KYC and KYB methodologies, ownership calculations, system rules, analyst guidance, quality controls and legacy customer populations may all need to be reviewed.

AMLR beneficial ownership at a glance

Ownership and control must both be considered.
The ownership threshold is 25% or more of shares, voting rights or other ownership interests.
Indirect ownership must be calculated through the ownership chain.
Results from different ownership chains may need to be aggregated.
Control can exist even where the 25% ownership threshold is not met.
Senior managing officials are a fallback identification mechanism — they do not automatically become beneficial owners.

1. Beneficial ownership is not one percentage test

AMLR identifies two principal routes for determining beneficial ownership of a corporate or other legal entity: ownership interest and control. In practice, this means that an organisation should not stop its analysis simply because no shareholder exceeds a particular percentage.

Ownership

Determine who directly or indirectly holds 25% or more of the relevant ownership interests.

Control

Assess who can exercise decisive influence through ownership, voting rights or other means.

Structure

Trace intermediate entities, parallel ownership chains and relevant legal arrangements.

Fallback

Where no beneficial owner is identified, document the analysis and identify relevant senior managing officials.

2. The ownership threshold is 25% or more

Article 52 AMLR defines an ownership interest in a corporate entity as direct or indirect ownership of 25% or more of the shares, voting rights or other ownership interests. The concept also includes rights to a share of profits, other internal resources or the liquidation balance.

The wording is operationally important. A person holding exactly 25% cannot automatically be excluded simply because a legacy procedure or system was designed around a threshold of more than 25%.

AMLR also provides a mechanism for lower ownership thresholds to apply to categories of corporate entities associated with higher money-laundering or terrorist-financing risk. Organisations should therefore avoid building beneficial ownership logic around a permanent and inflexible percentage rule.

A common mistake

“No shareholder owns more than 25%” is not a beneficial-ownership conclusion. The organisation still needs to consider holdings of exactly 25%, indirect ownership and control through other means.

3. Indirect ownership must be calculated through the chain

Article 52 sets out a specific approach to indirect ownership. Shares, voting rights or other ownership interests held through intermediate entities are multiplied through the relevant ownership chain. Results from different chains leading to the same person are then added together, unless the specific rules concerning ownership and control in Article 54 apply.

EXAMPLE

Individual A owns 60% of Holding Company B.

Holding Company B owns 50% of Customer C.

Individual A therefore has a 30% indirect ownership interest in Customer C: 60% × 50% = 30%.

The operational consequence is that a KYC file should contain more than a list of direct shareholders. The organisation should be able to reconstruct the relevant ownership structure, understand the intermediate entities and demonstrate how the calculation leading to each beneficial owner was performed.

4. Control is a separate route to beneficial ownership

Article 53 AMLR deals with control of a corporate or other legal entity. The analysis therefore extends beyond percentages recorded in a shareholder register. A natural person may qualify as a beneficial owner because of the ability to exercise decisive influence over the entity.

Relevant indicators may include:

majority voting rights,
the right to appoint or remove a majority of members of the relevant management or supervisory body,
material veto rights or other decision rights,
rights affecting profit distributions or significant movements of assets,
formal or informal agreements between owners or members,
provisions in constitutional, partnership or similar agreements,
voting arrangements,
relevant family relationships,
formal or informal nominee arrangements.

The practical consequence is important: a person can potentially qualify as a beneficial owner even where their economic ownership is below 25%. A methodology that performs only a mathematical shareholding calculation can therefore fail to identify the person who actually controls the customer.

5. Complex structures require ownership and control to be analysed together

Real corporate structures rarely consist of one individual directly owning one operating company. Groups may contain several holding entities, parallel ownership chains, partnerships, investment structures, trusts, nominee relationships or entities incorporated in different jurisdictions.

Article 54 AMLR addresses situations where ownership interest and control coexist within a multi-layered structure. Further AMLR provisions establish specific beneficial-ownership rules for trusts, similar legal arrangements and collective investment undertakings.

For operational teams, the objective should therefore be to create an intelligible ownership-and-control map rather than simply collect corporate documents. An analyst should be able to explain which natural person qualifies, through which chain and under which test.

A defensible beneficial-ownership file should answer four questions

What is the relevant ownership and control structure?
Which individuals meet the ownership test?
Which individuals exercise control through ownership or other means?
What evidence supports the conclusion?

6. The senior managing official fallback is not a shortcut

AMLR also clarifies how obliged entities should proceed where the beneficial-owner analysis does not identify a natural person or where doubts remain about whether the persons identified are genuinely the beneficial owners.

Under Article 22, where the obliged entity has exhausted all possible means of identification and no natural person is identified as the beneficial owner, or where there are doubts that the identified persons are the beneficial owners, the organisation must record that no beneficial owner was identified, identify the relevant senior managing officials and verify their identity.

The steps taken during the identification process and the difficulties encountered should also be retained. Separate AMLR requirements applicable to legal entities address the information to be maintained where no beneficial owner can be identified or substantial and justified uncertainty exists.

The key distinction

The senior managing official is not automatically the beneficial owner. The fallback identifies relevant management when the beneficial-ownership analysis has not identified a natural person or its result remains subject to justified doubt. It does not replace the ownership-and-control analysis.

This distinction can create an important implementation issue for legacy KYC systems that force analysts to classify a senior manager as a UBO simply because no other person has been identified.

7. What should change in KYC and KYB before 2027?

An AMLR readiness review should determine whether the current framework can consistently perform the required analysis across real customer files. The assessment should include:

beneficial-ownership definitions in AML policies and KYC procedures,
system logic around the 25% threshold,
indirect ownership calculations and aggregation across multiple chains,
identification of voting, appointment, veto and other control rights,
treatment of nominee shareholders and similar arrangements,
requirements for complex ownership diagrams and supporting evidence,
decision standards where no beneficial owner is identified,
separate recording of senior managing officials and beneficial owners,
quality-assurance criteria for beneficial-ownership decisions,
legacy customer populations potentially requiring remediation.

8. Remediation should be driven by risk, not only by the next review date

Waiting for every customer to reach its next scheduled periodic review can leave material methodology and data gaps in the portfolio. Organisations preparing for AMLR should first identify the customer populations most likely to be affected by the new beneficial-ownership framework.

Useful diagnostic populations may include customers with exactly 25% holdings, multi-layered groups, several minority shareholders, trusts or similar arrangements, nominee relationships, unusual voting arrangements and cases where a senior manager was historically recorded as the beneficial owner because no other natural person could be identified.

A targeted diagnostic can establish the likely affected population before a full remediation programme begins. This allows the organisation to distinguish isolated file deficiencies from structural issues requiring methodology redesign, system changes or large-scale customer outreach.

What should an AMLR beneficial-ownership readiness programme include?

Gap analysis

Compare AMLR requirements with current definitions, procedures, data, systems and customer populations.

Methodology

Define ownership calculations, control tests, evidence standards and escalation requirements.

Implementation

Update procedures, system logic, templates, analyst guidance, training and QA criteria.

Remediation and testing

Identify affected legacy cases, remediate material gaps and independently test implementation quality.

How APOG supports beneficial ownership and AMLR readiness

APOG supports regulated businesses in translating beneficial-ownership requirements into practical KYC and KYB methodologies, implementation plans and remediation programmes. The scope may include:

AMLR beneficial-ownership gap analysis,
ownership and control methodology design,
complex ownership-structure standards,
KYC and KYB procedure updates,
beneficial-ownership data and system requirements,
legacy-file diagnostics and remediation planning,
risk-based KYC/KYB remediation,
quality assurance and sample testing,
analyst guidance, calibration and training,
independent remediation validation.

Do not treat beneficial ownership as a shareholder-list exercise

The objective is to establish a repeatable process that allows analysts, Compliance and management to understand who ultimately owns or controls the customer and to demonstrate how that conclusion was reached.

Explore APOG’s AML framework implementation support

Related APOG guidance

Official sources

This article presents a practical overview of beneficial-ownership requirements under Regulation (EU) 2024/1624 and selected draft AMLA instruments as at 18 August 2026. Draft regulatory technical standards may change before adoption. The article does not constitute legal advice, and the implementation requirements applicable to a particular organisation should be assessed according to its legal form, ownership structure, sector, customer population, risks and applicable national and supervisory requirements.