Beneficial owner examples: identifying and reporting to the transparency register

Basics: thresholds and key terms

A beneficial owner is always a natural person who ultimately controls a legal entity — through a participation in the capital or the votes, or by other means. Capital and voting rights are assessed separately: whoever reaches either threshold must be reported.

• Direct control: from 25% of the capital or 25% of the voting rights.
• Indirect control (from the 2nd tier): more than 50% is required in each interposed company, down to the last tier holding at least 25% of the reporting entity.
• Extent: what is reported is the participation of the interposed company in the reporting entity — not the look-through percentage down to the person.
• Control chain: reportable only from two intermediate tiers — except where a trust or a fiduciary relationship is involved, which itself counts as a tier.
• Subsidiary basis: if no beneficial owner can be identified, the most senior member of the managing body is reported.

The three extent categories

For each beneficial owner, the following is reported: last name, first name, date of birth, nationality, postal code, municipality of residence, and country of residence.

1. Direct control

The person controls the company directly — with no interposed legal entity.

1.1 Participation in the capital GmbH

Facts: Person 1 holds 10%, Person 2 20%, and Person 3 70% of the shares in A GmbH.

• Persons 1 (10%) and 2 (20%) are below 25% — not beneficial owners, no report.
• Person 3 (70%) exceeds 25% and is therefore the only beneficial owner to report.

1.2 Mixed participation: capital and votes GmbH

Facts: Person 1 holds 90% of the shares and 50% of the voting rights. Person 2 holds 10% of the shares but, due to a special provision in the articles of association, 50% of the voting rights.

• Person 1 exceeds 25% in both capital and votes — must be reported.
• Person 2 is below the threshold on capital (10%) but reaches it through 50% of the voting rights — also reportable.

1.3 Direct control by other means AG

Facts: Person 1 has the right to appoint more than half of the members of the board of directors of A AG.

• Anyone who controls a company by means other than a participation — for example, by being able to appoint or remove the majority of the board of directors — is a beneficial owner.
• No extent can be stated here. Instead, the report must describe how control is exercised.

1.4 Beneficial owners only partially identified GmbH

Facts: Persons 1 and 2 each hold 50% of the shares in A GmbH. Person 1 could be identified; Person 2 could not — or their identity could not be verified.

• With 50% each, both exercise direct control and are beneficial owners.
• Person 1 is identified and reported as a beneficial owner.
• Person 2 could not be identified. In place of Person 2, A GmbH reports the most senior member of the managing body (Person 3) as the person required to provide information — not as a beneficial owner — together with the efforts undertaken to identify Person 2.

1.5 Participation below the threshold GmbH

Facts: A GmbH has five members, each holding 20% of the shares.

• Persons 1–5 are each below 25% — not beneficial owners.
• Since no one meets the criterion, A GmbH reports, on a subsidiary basis, the most senior member of the managing body (Person 6) as the beneficial owner.

2. Indirect control

One or more additional legal entities sit between the person and the reporting company. From the second tier, the 50% threshold applies.

2.1 Participation through an interposed company vertical chain

Facts A: Persons 1–3 each hold 20% of A AG. Person 4 is the sole shareholder of B AG, which holds 40% of A AG.

• Persons 1–3, with 20% each, are below 25% — not beneficial owners.
• Person 4 holds 100% of B AG (> 50%), which in turn holds 40% of A AG (> 25%) — a beneficial owner through a vertical chain. Reported extent: 40%.

Facts B (variant with voting rights): Person 1 holds 30% and Person 2 70% of the voting rights of B AG, the sole shareholder of A AG.

• Person 1, with 30% of B AG, is below 50% — not a beneficial owner.
• Person 2 holds 70% of the votes in B AG (> 50%), which holds 100% of A AG. Extent: 100%.

2.2 Participation across several entities horizontal chain

Facts: Persons 1–7 each hold 10% of A AG. Person 8 is the sole shareholder of B AG and C AG. B AG holds 10% and C AG 20% of A AG.

• Persons 1–7 do not reach 25% each — not beneficial owners.
• Person 8 holds 100% of both B AG and C AG. The participations of B AG (10%) and C AG (20%) in A AG are added together: 30% > 25% — a beneficial owner through a horizontal chain. Extent: 30%.
• Only one intermediate tier → companies B AG and C AG do not have to be reported as a chain.

2.3 Vertical chain with control by other means chain reportable

Facts: Persons 1 and 2 each hold 20%, and Person 3 holds 60%, of C AG. C AG controls B AG (the right to appoint its board of directors). B AG holds 100% of A AG.

• Persons 1 and 2 (20% each of C AG) are below 50% — not beneficial owners.
• Person 3 controls C AG (> 50%), which controls B AG by other means, which in turn holds A AG. Extent: 100%.
• Two intermediate tiers (C AG, B AG) → the control chain must be reported.

2.4 Indirect control with a fiduciary relationship fiduciary

Facts: Person 2 holds 100% of A AG but acts on behalf of Person 1, who has mandated Person 2 to represent them as a fiduciary shareholder.

• Person 1 (the principal) ultimately controls A AG through the fiduciary — the beneficial owner.
• Person 2 (the fiduciary) does not act at the end of the chain and does not actually control the company — not a beneficial owner.
• The fiduciary relationship counts as an intermediate tier → Person 2's details and their role as fiduciary must be reported. Extent: 100%.

2.5 Fiduciary relationship with an additional company fiduciary

Facts: Persons 1–7 each hold 10% of A AG. Person 8 has mandated Person 9 to represent them as a fiduciary shareholder in B AG. B AG holds 30% of A AG.

• Persons 1–7 are each below 25% — not beneficial owners.
• Person 8 indirectly controls A AG through the fiduciary relationship and B AG's 30% participation (> 25%). Extent: 30%.
• Because of the fiduciary relationship, the details of B AG and Person 9 must be reported.

2.6 Indirect control with a trust trust

Facts: Trust B was established by Person 4 (the settlor) for the benefit of Persons 1–3 (the beneficiaries). It is administered by Person 5 (the trustee), who holds 100% of A AG for the trust.

• A AG is 100% controlled by the trust. All parties to the trust are beneficial owners: the settlor (P4), the trustee (P5), and the beneficiaries (P1–3).
• Persons 1–5 indirectly control A AG and must all be reported. Extent: 100%.
• Because of the trust, the control chain with the trust's details must be reported.

3. Mixed control

Direct and indirect participations meet within the same structure.

3.1 Direct and indirect control combined direct + indirect

Facts: Person 1 holds 70% of A AG. B GmbH holds 30% of A AG; B GmbH's capital is held 60% by Person 2 and 40% by Person 3.

• Person 1 directly holds 70% (> 25%) — a beneficial owner, direct participation.
• Person 2 holds 60% of B GmbH (> 50%) and thus indirectly its 30% in A AG. Extent: 30%. Only one intermediate tier → no chain report.
• Person 3, with 40% of B GmbH, is below 50% — not a beneficial owner.

3.2 All participations below the threshold subsidiary

Facts: Persons 1–7 each hold 10% of A AG. B AG holds 30% of A AG; its shareholders are Persons 8, 9, and 10, with 33% each.

• Persons 1–7 do not reach 25% each — not beneficial owners.
• Persons 8–10, with 33% each of B AG, are below the 50% threshold that applies from the second tier — not beneficial owners.
• Since no one can be identified, the most senior member of the managing body (Person 11) is reported on a subsidiary basis.

What does this mean for your company?

Match your structure to one of the cases: who directly holds at least 25%? Are there holding companies, fiduciary relationships, or a trust in between? If no one reaches the threshold, the subsidiary report of the most senior member of the managing body applies. The fastest way to learn whether you're affected and what deadline applies is our express check.

Frequently asked questions about the examples