355 Register of beneficial owners: definitions and interpretation

(1) In this Part —
owners: definitions and
„beneficial owner“ means, subject to subsections (2), (3) and (4), any
individual (excluding a nominee who acts on behalf of another) who in
respect of a company —
(a) ultimately owns (directly or indirectly and whether alone or
jointly with another person or entity) more than 25% of the shares
in the company;

(b) exercises (directly or indirectly and whether alone or jointly with
another person or entity) ultimate control over more than 25% of
the total voting rights of members in the company;

(c) is entitled (directly or indirectly and whether alone or jointly with
another person or entity) to appoint or remove a majority of the
directors of the company; or

(d) is otherwise entitled to exercise or actually exercises control over
the company or its management;
„listed company“ means —
(a) a company whose securities are listed on a recognised exchange;
or

(b) a company which is a subsidiary of a body corporate, partnership
or trust whose securities are listed on a recognised exchange;


„recognised exchange“ means —
(a) a securities exchange licensed under the Securities Act;

(b) a recognised overseas securities exchange as defined in the
Securities Act; or

(c) any other exchange that is a member of the World Federation
of Exchanges;
„register of beneficial owners“ in relation to a company, means the
register of beneficial owners referred to in section 356(1); and
„registrable particulars“ means, in relation to a company, the particulars
referred to in section 356(1)(a) to (d) inclusive.
(2) A pledgee with security interests in any shares in a company pursuant to
a pledge (as defined in section 89) shall not by reason only of such
security interests be a beneficial owner for the purposes of this Part.

(3) If the trustees of a trust ultimately own or control (directly or indirectly
and whether alone or jointly with another person or entity) more than
25% of the shares or voting rights in a company or are otherwise entitled
to exercise or actually exercise control over the company or its
management, for the purposes of this Part a beneficial owner of the
company shall be

(a) any individual who has or is entitled to a beneficial interest of
more than 25% percent of the capital of the trust‘s property;

(b) the class of persons in whose main interest the trust is formed
or operates except where the trust is formed or operates entirely
for the benefit of the individuals referred to in sub-paragraph
(a); or

(c) any individual who has control over the trust.

(4) If a foundation ultimately owns or controls (directly or indirectly and
whether alone or jointly with another person or entity) more than 25% of
the shares or voting rights in a company or is otherwise entitled to
exercise or actually exercises control over the company or its
management, for the purposes of this Part a beneficial owner of the
company shall be —

(a) any individual who has or is entitled to a beneficial interest of
more than 25% percent of the capital of the foundation‘s
property;

(b) the class of persons in whose main interest the foundation is
formed or operates except where the foundation is formed or
operates entirely for the benefit of the individuals referred to in
sub-paragraph (a); or

(c) any individual who has control over the foundation.


(5) For the purposes of subsections (3)(c) and (4)(c), „control“ means a
power, whether exercisable alone, jointly with another person or with the
consent of another person, by law or under the trust instrument or
foundation charter or regulations, as the case may be, to —

(a) dispose of, advance, lend, invest, pay or apply property of the
trust or foundation;

(b) vary the terms of the trust instrument or foundation‘s charter or
regulations;

(c) add or remove a person as a beneficiary;

(d) appoint or remove trustees, protectors or councillors, as the case
may be; or

(e) direct, withhold consent to or veto the exercise of a power
referred to in paragraph (a), (b), (c) or (d).