Recital 108

(108) By their complex nature, multi-layered ownership and control structures make the identification of beneficial owners more difficult. The concept of ‘ownership or control structure’ is intended to describe the way in which a legal entity is indirectly owned or controlled, or in which a legal arrangement is indirectly controlled, as a result of the relationships that exist between legal entities or arrangements across multiple layers. In order to ensure a consistent approach throughout the internal market, it is necessary to clarify the rules that apply to those situations. For that purpose, it is necessary to assess simultaneously whether any natural person has a direct or indirect shareholding with 25 % or more of the shares or voting rights or other ownership interest, and whether any natural person controls the direct shareholder with 25 % or more of the shares or voting rights or other ownership interest in the corporate entity. In the case of indirect shareholding, the beneficial owners should be identified by multiplying the shares in the ownership chain. To that end, all shares directly or indirectly owned by the same natural person should be added together. That requires the shareholding on every level of ownership to be taken into account. Where 25 % of the shares or voting rights or other ownership interest in the corporate entity are owned by a shareholder that is a legal entity other than a corporate entity, the beneficial ownership should be determined having regard to the specific structure of the shareholder, including whether any natural person exercises control through other means over a shareholder.

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Source: EUR-Lex CELLAR · retrieved 2026-09-04 · Text as adopted (Official Journal); later amendments are not incorporated in this text.