Registration of a AS (stock company) in the Commercial Register
6. Beneficial owners
THE PLG is a natural person, owner of an AS or person who controls AS and is at least a natural person who, in the form of a direct or indirect holding, holds more than 25 per cent of the voting shares of AS or who directly or indirectly controls it.
The following shall be indicated for AS PLG:
- name;
- surname;
- the personal identity number (if any - date of birth, month, year, number and date of issue of the identity document, country and authority which issued the document);
- nationality;
- the country of residence;
- way of exercising control over AS:
- through the status of the legal entity (if THE PLG is a shareholder):
- as a shareholder;
- as a separate person controlling (if the true beneficiary is an indirect owner or indirectly controls AS):
- on the basis of a contract of authorisation;
- on the basis of ownership (for example, if THE PLG is the owner of an AS shareholder, the legal person);
- through the legal arrangement as a founder;
- through the legal arrangement as a principal;
- through the legal arrangement as a manager;
- on the basis of the transaction relationship;
- another (free text field with the option of entering an undefined type);
- through the status of the legal entity (if THE PLG is a shareholder):
- information on the person through whom the control is carried out (indicate if any of the methods referred to in points 6.2 or 6.3 in which control AS is exercised):
- the name, surname, personal identity number of the natural person (if the person does not have a personal identity number - date of birth, month and year);
- the name, registration number and legal address of the legal person (may also be a foreign legal person).
The application for registration must contain mandatory information about THE PLG. The AS PLG can always be identified in cases where the voting shares of AS are held by at least one individual, either directly or indirectly, for more than 25% of the voting rights. That natural person, unless acting on behalf of another natural person, shall be THE PLG of the AS concerned. If the AS has a number of natural persons corresponding to the above description, all of them shall be regarded as shareholders OF THE PLG. There may also be a situation where one natural person has a stake of less than 25%, either directly or indirectly, but the percentage of the other shareholders is so small, as well as those shareholders do not actually attend shareholder meetings, that it is apparent that a natural person with the highest percentage of voting shares also controls AS. Control AS shall also be established in cases where several voting shareholders are legal persons controlled by the same natural person.
It should be noted that it is not possible to provide an explanation of all situations, since each case is individual and the Board of AS should know (to be clarified) whether a natural person has real control of AS.
Where AS has used all possible means of clarification and has concluded that it is not possible to identify any natural person, THE PLG, and doubts that the legal person has the true beneficiary have been excluded, it shall be confirmed in the application, stating the reasons.
The Enterprise Register shall have the right to request a documentary justification for the control carried out BY THE PLG, as well as a document confirming the relevance of THE information identified BY THE PLG (a notarised copy of the identity document, a statement from the foreign population register or other documents comparable to those documents), and a document supporting a statement that THE PLG cannot be ascertained!