New requirements in Estonia for actual beneficial owners

From 01.09.2018 all companies must disclose information on their actual beneficial owners in the Commercial Register.

The amendment, which entered into force in September, follows from the new version of the Money Laundering and Terrorist Financing Prevention Act, which entered into force on 27.11.2017 and which adopted the EU Money Laundering Directive (EU 2015/849, 20 May 2015) into Estonian law.

The purpose of the amendment is to increase the transparency and the trustworthiness of the business environment, to strengthen the fight against money laundering and terrorism and to limit tax crimes. However, the long-range objective of the directive is to create a pan-European platform that combines national registers and allows for control of actual beneficiaries throughout Europe.

In the case of companies, the beneficial owner is deemed to be a natural person who directly or indirectly owns the company. Direct ownership means that a natural person owns more than 25% of the company. Indirect ownership is when more than 25% of a company belongs to another company that is under the control of a natural person.

In the case of clear and simple ownership, there will be no problems with fulfilling the obligation.  However, in the case of a complex ownership structure, identifying the actual beneficial owners can be quite complicated, especially when the range of owners involves foreign countries. If the actual beneficial owner cannot be identified and all options have been tried, the actual beneficial owner should be a member of the senior management body. In this case, the company must document and keep records of all attempts to identify the actual beneficial owner. Unfortunately, the law leaves open how long and how hard the company must try to identify the real beneficial owner and when it can be said that the beneficial owner could not be identified.

For a new company, data on the actual beneficial owner must be filed at the time of establishing the company together with the application for entry in the Commercial Register. If the beneficial owner changes, the register must be notified within 30 days from the moment the management became aware of the change in the data.

The duty to publish data on beneficial owners does not apply to apartment associations, building associations, publicly traded companies and certain foundations.

Filing data on the actual beneficial owner on the Company Registration Portal is possible from 1.09.2018 and the information must be filed with the Commercial Register within 60 days.

Source: Money Laundering and Terrorist Financing Prevention Act

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