Evgeniy Malyar

# Business Dictionary

Terms, definitions, documents

Beneficiary (from the French benefice “profit, benefit”) - an individual or legal entity to whom a cash payment is intended; money recipient.

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• What is a “beneficiary” from a linguistic and legal point of view?
• Who are the beneficiaries under the law?
• What is the difference between a beneficiary and a beneficiary?
• How to find out beneficiaries
• Ultimate beneficiary
• Why is this so important
• Who has the right to request information about beneficiaries
• Who are the beneficiaries of a legal entity
• Principal and beneficiary
• Rights and obligations of the guarantor, principal and beneficiary
• What is a “beneficiary bank”
• Accounting information about the beneficial owner
• Information about the chain of ownership, including beneficiaries
• Beneficial Owner Questionnaire
• Is the beneficial owner the founder or not?

Each accountant who made a payment abroad filled out the details of the beneficiary’s bank. This word is sometimes used in everyday life, when they want to name someone on whom a certain event will affect the most favorably. From this article you can learn the different meanings of the term “beneficiary” in relation to business.

What is a “beneficiary” from a linguistic and legal point of view?

Or who is this? Clarification is useful, since this foreign borrowing refers to both legal entities and individuals. The morphology of the term is French, related in origin to the word “benefit”, which is pleasant for artists. Translated, the root benefice means profit or benefit.

In a business sense, it is impossible to clearly formulate in simple words what the word “beneficiary” means - the meaning of the concept depends on the context. Here are possible definitions:

• Beneficiary (in general).
• In a banking sense, a beneficiary is an individual or legal entity to whom a payment or transfer is addressed. Indicated in the payment order.
• The owner of an organization (asset, company, real estate, business) that generates profit.
• Copyright holder.
• The beneficiary in the event of an insured event. It does not have to be the owner of the policy: in this case, the beneficiaries can be the heirs.
• The recipient of the debt, for example, the bearer of a bill of exchange (draft) for the debts of the borrowing company.
• The person receiving the bank certificate.
• The potential owner of the letter of credit, indicated by the bank that issued it (put it into circulation).
• The real, rather than nominal, owner of the enterprise (sometimes not explicit, but hidden), who acts through intermediaries, but exercises control and receives profit (beneficial owner).
• A person is the manager of a company’s bank account (for example, a bankruptcy trustee).
• In international trade, beneficiary countries are exporting states that receive foreign exchange earnings.

However, these definitions do not yet fully explain what a beneficiary is. Additions and clarifications are required.

Who are the beneficiaries under the law?

It is best to consider any incomprehensible situation from a legal perspective - it looks simpler this way. The legal system of the state counters illegal money circulation. The purpose of Federal Law of the Russian Federation 115 FZ is to prevent money laundering and provide complete clarity as to who owns the assets.

It is no secret that sometimes one person is considered the owner of an enterprise (or a bank account), but in reality this property belongs to another person, who for some reason hides his wealth.

115 of the Federal Law specifies how to determine the real owner. The legislative act clearly establishes the reasons for classifying an individual as a beneficial owner:

• Direct or indirect participation in the capital of an enterprise in a share of 25% or more. This distinguishes him from a shareholder who bought a small amount of securities in anticipation of dividends;
• The ability to control the activities of a business structure in order to extract maximum profit;
• The presence of relationships and actions that directly indicate a person’s involvement in business activities and his interest in the financial results of the enterprise. Such circumstances may include insurance, bills, purchase and sale of shares, participation in meetings of the board of founders.

The same criteria that distinguish a beneficiary are specified in civil law.

What is the difference between a beneficiary and a beneficiary?

The term "beneficiary" refers to the person who receives income from an asset. The beneficiary, in fact, has the same goal. Owning an enterprise or its share, he makes efforts to make a profit. What is the difference? It exists, and it is significant. Every person who benefits from commercial activity is a beneficiary. The difference from the beneficiary is that the latter has the real ability to manage the profit-making process, intervene in it, control and exercise control actions. This right gives him a share in the capital (at least a quarter, as already mentioned above). The ordinary beneficiary is deprived of this power.

How to find out beneficiaries

In real life, information about beneficiaries may, for various reasons, constitute a commercial secret, but the state, receiving this information from the owners, keeps it secret.

It happens that there are simply no beneficiaries, and by definition there cannot be, just like there are beneficiaries, for example, in a charitable or non-profit organization.

Foreign companies and their branches are required to maintain a register of beneficiaries. If legal requirements are met, government agencies should not have problems with how to determine the owner of the company.

The Civil Code contains articles on liability for misrepresentation of provided information, providing for strict penalties, and types of criminal penalties are applied in relation to funds of criminal origin. Inspection bodies have enough means and opportunities to find out whether the general director is the beneficial owner or whether someone else is managing the enterprise.

Below in the article is a sample of filling out a table in which entrepreneurs undertake to annually indicate beneficiaries and, in case of changes, reflect them.

Ultimate beneficiary

The adjective seems unnecessary (after all, it is already clear that this is the true owner), but only at first glance.

Firstly, the final beneficiary is always only an individual, that is, a specific person who receives income from a business.

Secondly, it may not exist at all, since an ordinary person, unlike a legal entity acting as a beneficiary, does not necessarily own a quarter of the capital of the entire business.

Example: enterprise “A” owns 30% of company “B”. Moreover, each of the founders of LLC “A” has ten percent of the shares, respectively, there are 10 of them. There is no final beneficiary in this case, since none of the owners of “A” meets the definition of who such a beneficiary is (a 25 percent share is required). own).

Why is this so important

The need for Federal Law 115 objectively exists. The state is obliged to fight shadow business schemes, expose corruption and cut off financial flows that fuel terrorism.

Information about the true owners of enterprises, bank accounts and other assets is also required to be provided by financial institutions: leasing and insurance companies, pawnshops, stock market operators. It happens that the company is headed by the notorious “chairman”, whose functions only include signing documents.

Information about the owners of the counterparty, including the ultimate beneficiaries, may be requested not only by government agencies, but also by other organizations if a justified request is submitted. In particular, disclosure of beneficiaries is especially important in public procurement.

Who has the right to request information about beneficiaries

The final and initial chain of beneficiaries, in accordance with Article 105 paragraph 2 of the Tax Code of the Russian Federation and Decree of the Government of the Russian Federation No. 913 of July 31, 2017, is disclosed at the request of the Federal Tax Service or Rosfinmonitoring, including its interregional departments.

The certificate of final beneficiaries is a list containing the following information (Federal Law 115, Article 1, Clause 1):

• Name (full);
• Citizenship;
• Date of Birth;
• Series and number of passport (citizen of the Russian Federation) or residence permit (if a foreign person);
• Individual tax number (code).

In practice, all affiliates are also checked.

Download sample

The given example of filling out the table may contain information about one beneficiary (if he is the only one) or several.

Disclosure of beneficiaries is not mandatory for public authorities, as well as institutions with a share of state capital (including regional and municipal structures) over 50%.

Who are the beneficiaries of a legal entity

Who is the beneficial owner of a legal entity, in fact, has been discussed in the article so far. This is a person who has the opportunity, due to a significant share of his participation in the capital of a registered company, to take part in its management. Could there be any other beneficiary? The answer to this question is yes.

A beneficiary of an individual is a recipient of a benefit from another individual as a result of inheritance, a gift agreement, or other legal action establishing his or her ownership of property or funds.

The difference in this case is the same as between a businessman and just a rich person. The first increases his wealth and has the means of production for this, while the second can only spend his money.

As already written, the beneficial owner in an LLC has at least a quarter of the total share capital.

Principal and beneficiary

A bank guarantee is one of the most important tools for ensuring the security of a major transaction. In relation to such a situation, the concept of a beneficiary takes on a special meaning, but in addition to him, two more persons are involved in the process: the principal and the guarantor.

The principal is the party who applies for a guarantee to the bank and undertakes to fulfill the terms of the agreement.

After this definition, the outline of the guarantee process becomes clear. The contractor is usually interested in the transaction, and it is he who makes efforts to convince the customer that he does not risk anything by doing business with him. He also pays for the services of the guarantor.

The beneficiary of a bank guarantee is the second party to the contract. The guarantor is a bank (or other financial institution), and it provides insurance for the fulfillment of mutual obligations.

Rights and obligations of the guarantor, principal and beneficiary

The basis for the guarantor's obligation to the beneficiary is the principal's failure to fulfill the terms of the concluded contract. In this case, costs and losses are repaid with bank funds in full.

Of course, not every person can receive a guarantee - it must meet a number of requirements established by the institution that is a potential guarantor. In particular, solvency and the size of the charter capital matter.

The guarantor's obligation under the guarantee to the beneficiary is terminated if it turns out that the principal has provided false information about his financial position.

Not only the beneficiary, but also the other parties to the agreement (principal and guarantor) have rights. The customer, if he makes unreasonable demands (the fact must be documented) or provides false information about the failure of the other party to fulfill obligations under the contract, is deprived of the right to the guarantor's obligation provided for by the bank guarantee.

In addition, the legislation (Civil Code of the Russian Federation, Article 378 and Chapter 26) provides for other cases of termination of the warranty:

• Payment by the guarantor of the guarantee amount;
• Expiration of the warranty period;
• Voluntary waiver by the beneficiary of his right to a guarantee.

The latter situation is, as a rule, due to circumstances forcing the beneficiary to withdraw his claims and awareness of the weakness of his legal positions in the event of litigation. However, this possibility is provided for in Article 378 of the Civil Code of the Russian Federation. To do this, you need to write a letter of appropriate content addressed to the guarantor.

Download sample

What is a “beneficiary bank”

The beneficiary's bank is the guarantor of the transaction. This financial institution has the authority to make a request to determine the true beneficial owner of the bank client. Who is this: an honest entrepreneur who, for some business reasons, hides the fact that he owns the enterprise, or a representative of organized crime?

The personal data of the beneficiaries is provided to the bank in the form of a certificate (Article 7 of Federal Law No. 115 allows for a simplified format), corresponding to the sample already given above.

Accounting information about the beneficial owner

Article 105 of the Tax Code of the Russian Federation establishes mandatory disclosure of information about the beneficiary in the financial statements. There is also a complete list of interdependent persons and “intermediate” companies (including affiliates and controlled by foreign companies).

In response to a formal request for information about the beneficiaries of a legal entity, the organization must send a letter. An approximate sample of filling is given earlier in the text of the article and contains information that can be used to identify the owner of the enterprise.

The beneficiary's consent to the processing of personal data is not provided for by law.

As already mentioned, this certificate may be needed not only by state regulatory authorities, but also by banks when issuing guarantees.

Information about the chain of ownership, including beneficiaries

At the request of the counterparty, since 2012, on the basis of Instruction No. VP-P13-9308 of the Government of the Russian Federation, organizations undertake to provide information about the chain of beneficiaries (including the final one) and owners. The attached form contains the required fields. No additional explanation is required on how to fill out the information. You just need to remember that individual entrepreneurs and individuals duplicate information on the left and right sides of the table. A sample of filling out personal data has already been provided.

The table is a list of legal entities belonging to each counterparty.

Beneficial Owner Questionnaire

Information about the beneficiary is provided voluntarily, along with consent to the processing of information, and is issued in the form of a questionnaire. This document is needed to open a bank account, as well as in case of changes in the composition of the founders or the data of the Unified State Register of Legal Entities. Form for a legal entity:

Download the form

Form for an individual:

Download the form

No special explanation is required - the property is contributed entirely in accordance with the constituent documents.

Since the final beneficiaries can only be individuals, the requirements for the accuracy of the information they provide when filling out the questionnaire are the most stringent.

If a company does not provide government authorities with information about beneficial owners, it may be subject to penalties, in accordance with Article 14.25.1 of the Code of Administrative Violations:

• For officials – from 30 to 40 thousand rubles.
• For legal entities – from 100 to 500 thousand rubles.

Is the beneficial owner the founder or not?

So, in conclusion, it remains to dwell on how to determine the beneficiary by appearance and position. This may be the founder or the CEO, and sometimes it is the same person. Or these are different people, and they are far from each other (sometimes on different ends of the planet).

A reader who has carefully read the text presented will be able to understand how a beneficiary differs from a founder:

Firstly, the person who created the enterprise can later sell part of his share or all of it to other people.

Secondly, there is a very clear legislative criterion for whether a particular person is the beneficial owner. This is the ownership of a quarter (or more) of the authorized capital in the company's securities.

Example:

Mr. Petrov owns 60% of the shares of the Alpha company, which in turn owns 83% of Beta LLC. The general director of Beta LLC and the founder of this company, Sidorov, has a portfolio of 23% of the shares of the company he heads. Which of these two persons can be considered the beneficial owner?

At first glance, it seems that Sidorov looks more respectable. Firstly, he is a leader, and secondly, he only slightly falls short of the 25% quota established by Federal Law 115. In addition, it is quite possible that he drives a more expensive car and wears a prestigious suit, which Petrov does not have.

With the development of trade relations and business activities, more and more new terms appear that define the work of different people. But most of them have multiple meanings. For example, the concept of “beneficiary” is most often applied to those who receive profits from a company or enterprise, although this is not entirely accurate. Who is the beneficiary? What does the beneficiary do? What are the rights and obligations of the beneficiary?

Beneficiary - who is it, the meaning of the term

The concept of beneficiary appeared in France from the word “benefits”, but the term itself comes from the Latin “beneficium”. It means benefit or profit. The term is used in trading activities and in corporate law.

A beneficiary or beneficiary is a person who benefits from a certain type of document. They can be legal transactions, ownership, inheritance and many others. At its core, a beneficiary is the person who owns the assets or valuables.

The beneficiary can be either a legal entity or an individual who, according to the agreement, owns certain values.

The peculiarity of the beneficiary is that the recipient of the benefit is not the one who has income at the moment. He owns the assets, the opportunity to profit in the future, so almost all company owners or managers are beneficiaries.

The final beneficiary - who is it and how to hide it?

The two terms that need to be separated are beneficiary owner and beneficiary company, but these may change at some point. In the second option, at first the company is the beneficiary for the customer, but at the next stages, it is the one who is indicated as the seller in the settlements under the letter of credit. This is what it is ultimate beneficiary, who acts as the owner of the company and has all ownership rights.

There is a system by which an enterprise can hide the ultimate beneficiary through discovery. This will help transfer money to foreign accounts and reduce the amount of taxes that the business owner will pay in the country. But according to the law, the data of the real owner of the company must be indicated when opening a bank account that is opened for this company. And in this case, the final beneficiary will be the one to whom the bank account is registered.

Who is a beneficiary owner and who can become one?

A separate concept is the beneficiary owner is a person who takes part in the management of a legal entity or company. These include managers or directors who have at least 25% of the company's shares and can make decisions at the same level as the owner.

Beneficiary owners may be:

1. Heirs named in the will. They will take over the management of the property in the future, but are already beneficiaries. Essentially, they are everyone who will receive some benefit in the event of the death of the current owner.
2. Landlords who rent out their property. It can be either real estate or equipment.
3. Bank account holders who have a deposit and can earn interest on their money.
4. Owners of trust funds, as well as clients of trust organizations who provide their property for the management of another person.
5. Owners of securities that periodically generate income.
6. Individuals who receive payments under an insurance policy.
7. Directly the owners of the companies.

What are the rights and responsibilities of the beneficiary?

The beneficial owner has obligations and rights in accordance with the law, as well as agreements concluded with banks, credit institutions and partners.

• He must provide all information about himself in the relevant documents, as well as respond to requests from government authorities that control the work of the company. This helps to better see how the company operates and see the real owners, control tax payments.
• Information must also be provided to banking organizations, which, in turn, after a request from the state, must provide all account holder data in full.
• The beneficiary has the right to freely dispose of his share in a legal entity (part of an inheritance, a company). This means that he can sell his share in whole or in part.
• Receive income or part of the profit from a company that belongs to him. The amount is determined in accordance with the contracts. This can be a percentage of income or a specific monthly amount.

Especially many problems arise with those enterprises that have a nominal owner. Many companies have a pseudo-manager who is indicated in the documents, a bank account is registered in his name, but the enterprise itself is managed by a completely different person. According to the law, everything can be completed correctly, because this is really allowed, but government agencies pay more attention to such companies. This is because there is room for fraud.

That is why, when concluding contracts with banks, suppliers or partners, it will be necessary to provide the entire chain of documents that show not only the official beneficiary, but also the final beneficiary, the executive head of the company.

The development of market relations in our country has led to the emergence of new economic entities. One of these can be considered those categories of persons who fall under the definition of beneficiaries.

Who are the beneficiaries

Beneficiaries are considered to be legal entities and individuals who have income from certain transactions. These entities are beneficiaries of transactions with their property in trust. Beneficiaries may also be insurance policy holders.

Who are the beneficial owners?

Beneficial owners in accordance with Federal Law No. 115 are recognized as persons who actually own economic entities, assets and other valuables.

Excerpt from the basic concepts used in the Federal Law of August 7, 2001 No. 115-FZ:

« beneficiary - a person for whose benefit the client acts, including on the basis of an agency agreement, agency, commission and trust management agreements, when conducting transactions with funds and other property;

beneficial owner - for the purposes of this Federal Law, an individual who ultimately directly or indirectly (through third parties) owns (has a predominant participation of more than 25 percent in the capital) a client - a legal entity or has the ability to control the actions of the client. The beneficial owner of a client who is an individual is considered to be this person, unless there are grounds to believe that the beneficial owner is another individual;«

Beneficial owners are not always listed in the constituent documents, but they can exercise full control over the conduct of the business in order to make a profit. By law, the beneficial owner must own a certain share in the capital of a legal entity (from 25%).

The presence of insurance relations, bank accounts or activities in the securities market require the collection of information about such persons, which must be provided to interested organizations.

Who is the ultimate beneficiary

The ultimate beneficiary is the individual who owns the beneficiary organization. Not only shareholders or nominee managers, but also other organizations can own shares in a company. In turn, the real owners of organizations that have shares in other companies are called the ultimate beneficiaries. They are also the beneficial owners.

What is the difference between a beneficial owner and a beneficiary

Law No. 115-FZ gives the concepts beneficial owner And beneficiary. There is a lot in common between these terms. Both can benefit from the actions of the client - the organization, or from other assets. However, the beneficial owner, unlike the ordinary beneficial owner, has a share in the capital of the operating company of more than 25%, thereby gaining access to control and management.

The regulatory authorities are only interested in information about the beneficial owners. Their companies are obliged, under certain conditions, to provide information to identify and prevent criminal acts related to terrorism and money laundering. Based on the information collected, actions should be taken to prevent financial fraud.

Why do you need information about beneficiaries?

As mentioned above, information about beneficiaries is collected in order to prevent the laundering of funds and other assets through criminal means. Another important point in providing data is the fight against terrorism.

Since 2013, companies have been required to report information upon the request of banking structures. Banks, in turn, are forced to transfer data on the beneficial owners of their clients to Rosfinmonitoring, which, if information is not received, has the right to impose a significant fine of up to 500,000 rubles on the credit institution.

The same actions are the responsibility of other organizations related to financial transactions - leasing and insurance companies, pawnshops, and securities market participants.

There are often cases when large accounts are opened in the name of persons who only have the right to sign, being the title owners. In this case, increased control over the beneficiary person is established.

Identifying the beneficiary itself is not so difficult. In this case, the concept of “beneficial ownership” is applied, that is, identifying the real owner of large assets.

Information about the chain of ownership, including beneficiaries

Information about the true owners of a business can be requested not only by financial institutions, but also by other organizations that are in one way or another connected with the state.

This is often necessary when concluding government procurement contracts. In this case, a document called “Information on the chain of ownership, including beneficiaries” is drawn up. The personal details of the beneficiaries are entered here - passport details, TIN, residential address.

Rights and obligations of the beneficiary and guarantor under a bank guarantee

The beneficiary not only has certain rights protected by law, but also must fulfill certain obligations.

The beneficiary's property can be protected through a deed of trust. In case of violation of the terms of the agreement, both the beneficiary himself and the nominee are liable.

The ultimate owner of the assets, in order to protect his property, must provide in the agreement the possibility of pledging the property of the trustee to cover potential losses. If the performance of the nominee is unsatisfactory, the beneficiary has the right to involve another person.

Completion of a transaction or conclusion of an agreement between the beneficiary and the debtor (beneficiary and principal) may be accompanied by the conclusion of a bank guarantee under certain conditions. In this case, only an individual can act as a guarantor.

The essence of this agreement is that the guarantor undertakes to pay material claims against the beneficiary's principal upon the latter's written application. The recipient of the guarantee is always the creditor. The guarantor acts on the initiative of the principal, but the choice of bank guarantee may remain with the beneficiary.

The rights of the creditor when concluding an agreement with a bank guarantee provide for his right to timely repayment of the debt and fulfillment of other terms of the agreement. Responsibilities include the timely transfer of goods, assets and fulfillment of all obligations.

If the beneficiary does not receive material benefits, he has the right to demand from the guarantor the fulfillment of obligations indisputably or with justification of the requirements in writing, depending on the terms of the agreement. However, claims can only be made until the warranty period expires. The guarantor, in turn, notifies the principal of the actions taken and examines the validity of the beneficiary's claims.

Read - is it necessary to open it or can you do without it.

If you are participating in bidding for the purpose of concluding municipal and state contracts, then ensure the execution of such a contract in accordance with 44-FZ.

The easiest way to check the counterparty by TIN is on the website of the federal tax service.

Beneficiaries in the modern world can be many owners of property, funds and other assets. Their activities are aimed at making a profit by transferring management to trustees, concluding insurance contracts or banking transactions.

State control over the movement of assets of large owners is aimed at identifying cases of illegal money laundering and preventing the financing of terrorism.

The actions are completely justified, especially when concluding contracts with government participation, when regulatory authorities are interested in information about the recipient of budget funds.

However, many believe that collecting information about the chain of business owners, including ultimate beneficiaries, is contrary to the law on the protection of personal data. In this case, business representatives should make a choice between being interested in the further development of the company or providing information about the real owner.

A beneficial owner is an individual who can control the business not only de jure, but also de facto. Beneficial owners are entrepreneurs whose status is determined on the basis of the provisions of Law No. 115-FZ - let's look at them in more detail.

Beneficiary: definition of the term

A beneficial owner - this is enshrined in the legislation of the Russian Federation - is recognized as an individual who directly or through third parties owns more than 25% of the capital of a legal entity or has the ability to exercise control over the actions of this legal entity (Article 3 of the Law “On Combating Money Laundering” dated 07.08.2001 No. 115-FZ). The law also provides for the status of the beneficial owner of an individual (by default, this is the same individual, unless there is reason to believe otherwise).

Example

The authorized capital of Salut LLC belongs 70% to Lux LLC, 20% to V. S. Petrov and 10% to A. V. Stepanov. At the same time, Stepanov owns 100% of the authorized capital of Lux LLC. Thus, Stepanov is the beneficial owner of Salyut LLC, despite the fact that de jure his share in this organization is 2 times less than Petrov’s share.

Thus, the status of a beneficial owner is a legal category, and its characteristics are prescribed at the level of industry-wide legal norms. However, what position can a beneficiary occupy in the business management structure? Let's consider how the key positions in the company of the founder and general director relate to the status of the beneficial owner - this is important from the point of view of a more detailed understanding of the role of beneficiaries at various levels of legal relations.

Is the beneficiary the founder or the CEO?

Fundamentally, it does not matter what position a person holds in a business - founder, director or co-owner. The main thing for establishing the status of the beneficial owner is the compliance of the person’s role in the business with the criteria defined in Art. 3 of Law No. 115-FZ. He can be the actual owner (without having a legally secured share in the business - we will consider the features of this status later in the article) and at the same time the general director, or de facto make key decisions in the management of the organization, while the director will be another person.

Of course, in general, the beneficial owner is the founder of the company (or one of them). But it is possible that he will be the person who subsequently purchased the required share of the authorized capital. There are common cases when the beneficial owner of a legal entity is the founder of the company that owns the main share of the relevant legal entity.

Example

Citizen Lvov A.E. owns 55% of the shares in PJSC Victoria, which, in turn, owns 70% of the shares in PJSC Almaz. In fact, Lvov does not directly own Almaz shares, but is an indirect participant in this company. The share of his indirect participation will be 0.55 × 0.70 = 0.385, or 38.5%. Consequently, Lvov has a dominant participation (more than 25%) in the capital of PJSC Almaz and meets the criteria of the beneficial owner of this company.

So, the concept of a beneficiary is enshrined in law. But can we say that the status of beneficial owner is the same concept as implied by another common term - “actual owner”?

Are the beneficiary and the actual owner (legal entity or individual) the same thing?

The concept of “actual owner” at the level of legislation of the Russian Federation, in turn, is not fixed. In some sources of law it is given in the same context as the term “beneficial owner” (for example, in the letter of the Ministry of Finance of the Russian Federation dated 04/09/2014 No. 03-00-РЗ/16236). Is it possible to identify them in this regard?

In principle, this is legal, and the reason for this is given by the definition of beneficial owner given in Law No. 115-FZ. This regulation states that a beneficiary may correspond to a person who has the ability to influence decisions made by a legal entity (even though he may not own any shares in the authorized capital of the company).

It is quite acceptable to call the “actual owner” a person who, for one reason or another, is the beneficial owner of an individual. Moreover, in this case it is legitimate to talk about some “pure form” of actual ownership, since the legislation does not provide for the allocation of the authorized capital of an individual. For example, the beneficiary (actual) owner of an individual can be called the recipient of funds indicated by the individual in his will.

Thus, the status of a beneficial owner is a legal category that can be identified with the concept of “actual owner,” and this identification is best applied in the context of control over the actions of a legal entity or an individual. In the context of ownership of the authorized capital of a legal entity, it is better to use only the term “beneficial owner”.

Which companies must keep records of beneficiaries?

Obligations for accounting of beneficiaries are assigned to legal entities other than:

• state or municipal structures;
• international organizations;
• by issuers of shares within the framework of organized trading (when disclosing information on securities in the prescribed manner);
• foreign issuers of shares as part of trading on a foreign exchange (if the exchange is included in the list determined by the Bank of the Russian Federation);
• foreign subjects of legal relations that do not have the status of a legal entity and do not provide for the presence of beneficiaries and the position of a general director.

Organizations are obliged to know their beneficiaries and, if necessary, take measures to obtain information about them listed in subparagraph. 1 clause 1 art. 7 of Law No. 115-FZ, update this information annually, store the received data for at least 5 years.

In addition, information about the beneficiaries of the company may be disclosed in its reporting - in the manner prescribed by law (clause 7, article 6.1 of law No. 115-FZ).

Which firms must disclose their beneficiaries?

Legal entities, as well as individual entrepreneurs, are required to provide information about beneficiaries upon request (Clause 6, Article 6.1 of Law No. 115-FZ, Clause 10 of the regulations approved by Decree of the Government of the Russian Federation of March 19, 2014 No. 209):

• to Rosfinmonitoring;
• to the Federal Tax Service.

In addition, when contacting an organization or individual entrepreneur that manages funds, the legal entity and individual entrepreneur provide information about their beneficial owners - this is also their legal obligation, provided for in paragraph 14 of Art. 7 of Law No. 115-FZ. The scope of this information is defined in paragraph. 2 subp. 1 clause 1 art. 7 of Law No. 115-FZ.

Failure by a company to provide information about beneficial owners to the specified government agencies is a reason for applying sanctions against it under Art. 14.25.1 Code of Administrative Offenses of the Russian Federation. Namely, a fine for officials in the amount of 30,000-40,000 rubles, for legal entities - 100,000-500,000 rubles.

Results

A beneficial owner is a founder or director, one of the owners or the actual owner of the company (even if de jure he does not own any shares in the authorized capital of the organization), who has the ability to at least control the activities of the relevant business entity. In this case, the organizational and legal status of this entity does not matter - it can be either a legal entity or an individual entrepreneur.

To legally determine the status of beneficial owner, it is necessary that an individual owns at least 25% of the authorized capital of the organization. Firms and individual entrepreneurs are required to inform Rosfinmonitoring, the Federal Tax Service, and organizations managing funds about their beneficiaries upon request.

You can learn more about the specifics of the work of financial control authorities (which, in particular, have the authority to request information about their beneficiaries from legal entities and individual entrepreneurs) in the articles:

• ;
• .