Recital 131

(131) Nominee arrangements can allow the concealment of the identity of the beneficial owners, because a nominee might act as the director or shareholder of a legal entity while the nominator is not always disclosed. Those arrangements might obscure the beneficial ownership and control structure if beneficial owners do not wish to disclose their identity or role within them. There is thus a need to introduce transparency requirements in order to avoid such arrangements being misused and to prevent criminals from hiding behind persons acting on their behalf. The relationship between nominee and nominator is not determined by whether it has an effect on the public or third parties. Although nominee shareholders whose names appear in public or official records would formally have independent control over the company, it should be required to disclose whether they are acting on the instructions of someone else on the basis of a private agreement. Nominee shareholders and nominee directors of legal entities should maintain sufficient information on the identity of their nominator as well as of any beneficial owner of the nominator and disclose them as well as their status to the legal entities. The same information should also be reported by legal entities to obliged entities when customer due diligence measures are applied and to the central registers.

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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.