I. Introduction
EU anti-money laundering (AML) and counter-terrorist financing (CFT) regulations have for years placed particular emphasis on identifying the ownership structure of legal entities as a key element of their effectiveness. On May 31, 2024, a package of legal acts, known as the AML package, was adopted, introducing significant changes in this area. The package includes, among others:
- Regulation (EU) 2024/1624 of the European Parliament and of the Council of 31 May 2024 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing (OJ L 2024/1624) – hereinafter referred to as the AML Regulation.
- Directive (EU) 2024/1640 of the European Parliament and of the Council of 31 May 2024 on the mechanisms that Member States should put in place to prevent the use of the financial system for the purposes of money laundering or terrorist financing (OJ L 2024/1640) – hereinafter referred to as the AML Directive.
This article examines the new AML regulations in the context of the principles of identifying and verifying beneficial owners, discussing their implications for obliged entities. The AML Regulation will enter into force on July 10, 2027, with the exception of football agents and professional football clubs, for which the deadline has been extended to 2029. Member states have until July 10, 2027, to implement most of the provisions of the AML Directive, with some exceptions regarding beneficial ownership registers.
II. The concept of a customer in the context of AML
The AML Regulation does not explicitly define the concept of "customer," as does the current Polish AML Act (Article 2, paragraph 2, point 10). However, it distinguishes between a potential customer and an existing customer . Recital 67 of the Regulation states that obliged entities should apply customer due diligence measures before establishing a business relationship, based on a risk analysis. Recital 56 specifies that this process begins when a customer expresses interest in purchasing a product or service, and that due diligence measures should be implemented when there is a clear willingness of the parties to conclude a transaction. In practice, this may require applying these measures earlier than currently – already at the stage of initial customer readiness, rather than only when a business relationship is formally established.
Additionally, Article 19(6) of the AML Regulation expands the list of entities considered clients in certain cases, e.g.:
- for real estate agents – both sides of the transaction,
- for crowdfunding service providers – both those seeking funding and those providing funding.
III. New definition of the beneficial owner
The AML Regulation introduces a new definition of beneficial owner (Article 2(1)(28)), defining it as "any natural person who ultimately owns or controls a legal entity, a trust created by a legal act or a similar legal arrangement." Detailed criteria are set out in Article 51, specifying that beneficial owners are natural persons:
- Directly or indirectly holding an ownership interest in a corporate entity.
- Directly or indirectly exercising control over such entity through ownership interests or other means.
The key change is the clear indication (Article 51) that determining the beneficiary based on one criterion (e.g. shares) does not exempt from the obligation to examine control through other means, which increases the precision and comprehensiveness of the identification process.
IV. Beneficial ownership through ownership shares
Previously, the threshold for recognition as a beneficial owner was above 25% of shares. The AML Regulation lowers this threshold to at least 25% (Article 52(1)), thus covering individuals holding exactly 25% of shares. Additionally, Article 52(2) provides for the possibility of lowering the threshold to 15% for high-risk sectors (e.g., the mining industry), which will be specified in a delegated act of the European Commission by July 10, 2029. This change requires obliged entities to update their customer verification procedures.
V. Indirect ownership interest
The AML Regulation details how indirect ownership is calculated (Article 52(1)). The share is calculated by multiplying the shares in the ownership chain and adding the results across the different chains. Example:
- An individual owns 80% of the shares in entity A, which owns 25% of company X. The indirect interest is 20% (80% × 25%). If the same individual has other shares in X, they should be added together.
Analysis of all ownership chains is mandatory, even if the first line share is below 25%, providing a more complete picture of the ownership structure.
VI. Control through other means
Article 53 of the AML Regulation clarifies the concept of control through other means, including:
- exercising a majority of voting rights,
- the right to appoint/dismiss a majority of management board members,
- veto or decision-making rights related to shares.
Additionally, control may result from formal/informal agreements, family relationships or trust structures (Article 53(4)), which extends the scope of analysis beyond ownership interests.
VII. Identification of beneficial owners by obligated entities
Obliged entities must collect detailed data on beneficial owners (Article 22, paragraph 2), including:
- names and surnames,
- date and place of birth,
- country and address of residence,
- citizenship,
- the identity document number and, if any, a unique personal identification number issued to the person by the country in which he or she is habitually resident, and a general description of the origin of such number.
If it is impossible to identify the beneficiary, this fact should be recorded and persons in senior management positions (e.g. members of the management board) should be indicated.
VIII. Central registers of beneficial owners – new rules of access
The AML Directive differentiates access to registers:
- Competent authorities (e.g. AMLA, Europol) – immediate, unfiltered access (Article 11(1-2)).
- Obliged entities – timely access as part of due diligence, sometimes for a fee (Article 11, paragraphs 3-4).
- Other entities (e.g. journalists) – access after demonstrating a legitimate interest (Article 12(1)), e.g. to prevent money laundering.
The scope of data depends on the category of the entity – authorities have full access, others have limited access (e.g. name, year of birth).
IX. Obligation to report information to registers
Legal entities must report information about beneficial owners to the registers without undue delay after establishment, and any changes within 28 calendar days (Article 63.2). Data verification must take place at least once a year. In the event of identification problems, a declaration of the inability to identify the beneficial owner must be submitted, indicating the persons in management positions (Article 63.3).
X. Obligation to report discrepancies
Obliged entities must report any discrepancies between the data in the register and the information they possess within 14 calendar days (Article 24(1)). Exceptions include:
- minor typographical errors or outdated data if the entity requests an update from the client (Article 24, paragraph 2),
- situations related to the professional secrecy of lawyers, notaries, etc., unless it concerns money laundering (Article 24, paragraph 4).
XI. Summary
The new AML regulations introduce more precise definitions, revised shareholding thresholds, detailed rules for calculating indirect ownership, and expanded reporting obligations. Obliged entities must prepare for the implementation of these changes by updating their procedures and systems, which requires work to begin now, despite the long-awaited entry into force of the regulations (July 10, 2027).
This article is for informational purposes only and does not constitute legal advice.
Legal status as of March 4, 2025
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