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Identifying Ultimate Beneficial Owners

This article explains who is considered to be an Ultimate Beneficial Owner (UBO) of an organisation.

bronID defines Ultimate Beneficial Owners (UBOs) to be individuals who own or control 25% or more of an organisation (such as a company, trust, partnership or association).

  • Ownership can be:
    • Direct: holding shares or interests in the entity in their own name.
    • Indirect: ownership via another entity or nominee arrangement.
  • Control means having the ability to determine decisions about the entity’s financial and operating policies. Control can arise from roles such as CEO, Chairman, Director, or through special powers in a trust deed.

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When UBOs Are Not Clear

In some cases, it is not clear who the UBO is because:

  • Nobody directly or indirectly owns or controls 25% or more of the company.
  • Ownership or control rests with nominees, which may not be clearly listed in corporate registers.

To address this, bronID has developed a logic consistent with regulatory guidance on good practices. Where UBOs cannot be established, bronID identifies alternative persons based on control, responsibility, and senior roles.

bronID maintains internal secondary databases constructed from:

  • Scraping public data sources.
  • Accessing commercial data sources.
  • Collecting publicly available official documents.
  • Accessing secondary government data.

This information is always cross-referenced against:

  • Data extracted from official government registries.
  • Official documentation provided by the customer (particularly important for unregistered entities such as trusts).

The framework below shows the roles and circumstances in which a person may be considered a UBO, or alternatively, an ultimate person of control.

Companies

Role / Circumstance Considered UBO?
Individual shareholder owning ≥25% of shares (direct) Yes. In all cases where an individual shareholder owns 25% or more of the shares, they are considered an ultimate beneficial owner and must be verified.
Individual indirectly owning ≥25% through another company (indirect) Yes. Indirect ownership through layers of companies (e.g. holding companies or subsidiaries) is attributed back to the natural person. If the chain of ownership results in an individual holding 25% or more, they are a UBO and must be verified.
Nominee shareholder Yes. In all cases bronID will obtain the name of the nominee shareholder and they will need to be verified because they hold the shares on behalf of someone else. Verifying on whose behalf the nominee acts depends on the IDV Rules set up. Note that often nominee shareholders and the true ultimate beneficial owners of a company are the same person, though the mechanism of holding shares may differ (e.g. via a trust or other entity). In rare cases, the shares are held on behalf of someone else.
Director / CEO / Chairman where no one owns ≥25% Yes, under the “control” test. If no shareholder meets the 25% threshold, individuals in positions of control (e.g. CEO, Chairman, Managing Director) are considered UBOs and must be verified.
Senior Managing Official (SMO) Yes, as a fallback UBO. If no natural person can be identified via ownership or control, the Senior Managing Official must be recorded and verified. The SMO is typically the most senior individual responsible for managing the company — usually the CEO, Managing Director, or equivalent role. This ensures accountability even when ownership is dispersed or obscured.
Nominee Director Only in certain circumstances. A Nominee Director may be considered a UBO when they exercise significant control via their position or specific arrangements such as veto rights. Note that “nominee director” is not always a defined function under corporations laws in many countries and is not reflected in the corporation registers, making it difficult to establish whether a director is acting as a nominee without disclosure from the customer. In effect, nominee directors and directors are treated the same: they must be verified if they have significant control and are considered UBOs.
Alternate Director Only in certain circumstances. When the Director is unavailable, the Alternate Director can be verified as their substitute.
Secretary Generally No. The Company Secretary role is most often administrative and not considered a UBO. The exception is when the Secretary is also a Director, in which case they may exercise significant control and would be treated as a UBO.
Liquidator / Administrator / Receiver Yes, in circumstances of insolvency or restructuring. These roles have significant control over a company’s financial and operational policies. While not “owners,” they exercise ultimate control and must be verified as persons of significant influence.
Restructuring Plan Practitioner (RPP) No, in jurisdictions where formal restructuring plans are recognised (e.g. Australia, UK). An RPP may be appointed to oversee and implement restructuring arrangements, but they do not displace directors. Directors remain in charge of day-to-day control and trading of the company. The RPP’s role is limited to assessing eligibility, preparing the restructuring plan, certifying its accuracy, and ensuring creditors are treated properly. Control of the business stays with the directors, making the RPP an oversight role rather than a controlling one.

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Trusts

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Role / Circumstance Considered UBO?
Individual beneficiary with ≥25% fixed entitlement Yes. A beneficiary with a fixed entitlement of 25% or more is a UBO and must be verified.
Individual unit holder with ≥25% of units (in a unit trust) Yes. A unitholder with 25% or more of the issued units is a UBO and must be verified.
Trustee company’s shareholders owning ≥25% Yes. Where the trustee is a company, any individual who (directly or indirectly) owns ≥25% of that trustee company is treated as a UBO of the trust and must be verified.
Appointor / Principal / Guardian / Nominator (who can appoint or remove trustees) Yes (control). These roles typically have the power to appoint or remove the trustee and therefore exercise ultimate control. They are UBOs and must be verified.
Settlor Depends. If the settled sum is nominal (e.g. $10 or $100), verification is generally not required. If the settled sum exceeds $10,000, the settlor must be verified. In some countries (e.g. New Zealand), settlors may also hold other roles (such as Appointor or beneficiary); in those cases they must be verified based on that role as well.
Discretionary beneficiaries (no fixed entitlement) Generally No. Discretionary beneficiaries without a fixed entitlement are not UBOs. However, individuals in significant control roles (e.g. Appointor / Principal / Guardian / Nominator) are UBOs and must be verified.

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Associations / Cooperatives / Not-for-Profits / Indigenous Corporations

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Role / Circumstance Considered UBO?
Public Officer Yes. If there is one, the Public Officer is always considered a UBO or alternative UBO and must be verified.
Members holding ≥25% of voting rights Yes. Although often difficult to ascertain, if a member clearly holds 25% or more of the voting rights, they are considered a UBO and must be verified.
Committee members / Board members exercising control Depends. They are considered UBOs only if they are in a controlling position such as President, Chairperson, or CEO.
President / Chairperson / Treasurer (if controlling) Yes, conditionally. If there is no Public Officer or other controlling member, at least one of these roles must be verified as a UBO. Verification should follow a hierarchical order, and not all of them need to be verified if one is clearly in control.
Senior Managing Official (fallback if unclear) Yes, as fallback. If no alternative UBO can be identified as per the criteria above, a Senior Managing Official (such as the CEO or Managing Director) is considered a fallback UBO. This role must be verified using primary/secondary sources or documentation (e.g. board minutes, a disclosure certificate).

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Partnerships

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Role / Circumstance Considered UBO?
Partner entitled to ≥25% of profits or capital Yes. A partner with an entitlement to 25% or more of profits or capital is considered a UBO and must be verified.
Partner controlling ≥25% of voting rights Yes. A partner who controls 25% or more of the voting rights is considered a UBO and must be verified.
Managing Partner / General Partner with decision-making control Yes. Especially in limited partnerships with many partners, the Managing Partner / General Partner is always considered the controlling party because they exercise day-to-day operational and often investment strategy control. They must be verified.
Senior Managing Official (if no one meets thresholds) Yes, as fallback. In exceptional cases where no single partner or partner entity can be identified, a Senior Managing Official of the partnership is considered the alternative UBO. This role must be verified through primary or secondary sources, or supporting documentation.

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