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Registration of a LLC (SIA) in the Commercial Register

7. Beneficial owners

Beneficial owner is a natural person who is the owner of SIA (Limited liability company) or person who controls SIA, and it is at least: a natural person who owns, in the form of direct or indirect shareholding, more than 25 per cent of the capital shares/voting rights of SIA or who directly or indirectly controls it;


The following information shall be provided about the beneficial owner of SIA:

  1. the given name;
  2. surname;
  3. personal identity number (if the person has no personal identity number - date, month, year of birth, number and date of issue of the personal identification document, country and authority which issued the document);
  4. citizenship;
  5. country of residence;
  6. the type of implemented control over SIA:
    1. through the status in a legal person (if the beneficial owner is a shareholder):
      1. as a shareholder;
    2. as an individual person who implements control (if the beneficial owner is an indirect owner or indirectly controls SIA):
      1. on the basis of the authorisation agreement;
      2. on the basis of ownership (for example, if the beneficial owner is the owner of SIA shareholder – legal person);
      3. through a legal arrangement as a founder;
      4. through a legal arrangement as a proxy;
      5. through a legal arrangement as a manager;
      6. on the basis of business relationship;
    3. other (free text field with a possibility to write in an undefined type);
  7. information about a person with whose mediation control is exercised (to be indicated if any of the types of exercising control over SIA referred to in sub-paragraph 6.2. or 6.3. is indicated);
    1. regarding natural persons: the given name, surname, personal identity number (if the person has no personal identity number — date, month, year of birth);
    2. regarding legal persons (may be also a foreign legal person) — a name, registration number and legal address).

Information about a beneficial owner must be included in an application for registration. It is always possible to determine of a beneficial owner of SIA in the cases where more than 25 per cent of shares of SIA are directly or indirectly owned by at least one natural person. The referred natural person unless it acts on behalf of another natural person is the beneficial owner of respective SIA. If there are several natural persons in SIA that conform to the description above, they all are deemed beneficial owners as shareholders.  There can also be a situation when one natural person directly or indirectly owns less than 25 per cent of shares; however, the percentage of shares of other shareholders is so small, as well as the referred shareholders in fact do not attend shareholders’ meetings that it is established that the natural person with the largest percentage of shares is the one who controls SIA. Similarly, control over SIA is established in cases when several shareholders are legal persons controlled by one and the same natural person.

It should be indicated that it is not possible to provide an explanation for all situations as each case is individual and a board of directors of SIA should be aware of (should determine of) whether any natural person has real control over SIA.

If SIA has exercised all possible means of determining and has concluded that it is impossible to determine of any natural person — beneficial owner, as well as doubts that a legal person has a beneficial owner are excluded, it shall be acknowledged in the application, including the grounds.

The Register of Enterprises has the right to request the documentary justification of the control exercised by the beneficial owner, as well as the document that confirms conformity of the identification information of the beneficial owner (a notarially certified copy of the personal identification document, a statement from the foreign population register or equivalent documents) and a document that justifies the acknowledgment that it is impossible to determine of the beneficial owner!