New Beneficial Ownership Transparency under Chapter IV AMLR
With Regulation (EU) 2024/1624 (AMLR), the European Union has transformed beneficial ownership from a largely threshold-driven concept into a closed, structure-proof transparency system.
Chapter IV AMLR (Articles 51-62 AMLR) no longer asks whether beneficial owners can be identified. It prescribes how they must be identified in every conceivable legal structure – and how that identification must be documented, updated and made audit-proof.
This is not an incremental reform. Chapter IV replaces fragmented ownership logic with a single, enforceable EU standard.
From ownership thresholds to structural transparency
Under earlier AML regimes, beneficial ownership was often reduced to a single question:
Does anyone own more than 25%?
Chapter IV AMLR abolishes this simplification.
Article 51 AMLR establishes two mandatory and independent identification tracks:
- ownership interest, and
- control, including control via other means.
Both tracks must always be assessed in parallel. Clear ownership does not eliminate the need to analyse control. Control can exist without ownership, and ownership without control.
This dual logic is the backbone of Chapter IV.
Ownership under AMLR: mathematical, exhaustive, adaptable
Article 52 AMLR defines ownership-based beneficial ownership with unprecedented precision:
- The standard threshold remains 25%, but
- all ownership levels must be analysed,
- indirect ownership must be calculated by multiplying chains and aggregating results, and
- ownership is not limited to shares or voting rights – profit participation and liquidation rights also count.
Crucially, AMLR introduces a future-proof mechanism: for high-risk categories of entities, the European Commission may lower the threshold (down to a maximum of 15%).
Ownership logic under AMLR is therefore dynamic, not static.
Control: a functional, substance-based concept
Article 53 AMLR defines control as the possibility to exercise decisive influence, not its actual exercise.
Control exists where a person can:
- dominate voting rights (even acting in concert),
- appoint or remove management,
- exercise veto or decision rights,
- determine profit distribution or asset shifts,
- or exert influence through agreements, family relationships or nominee arrangements.
This ensures that de facto power is never invisible, even where legal ownership appears innocuous.
Multi-layered structures: no hiding between ownership and control
Complex group structures often separate ownership and control across different layers.
Article 54 AMLR directly addresses this technique.
Where ownership and control coexist at different levels:
- controllers of owning entities and
- owners of controlling entities
must both be identified as beneficial owners.
This cross-layer attribution rule prevents beneficial ownership from being diluted by structural engineering.
Trusts, foundations and look-through without exception
One of the most significant shifts in Chapter IV is its treatment of legal arrangements and trust-like entities.
- Article 55 enforces mandatory look-through where trusts or similar arrangements own or control companies.
- Article 57 introduces a role-based BO model for foundations and similar entities: founders, management, beneficiaries and controllers are all beneficial owners – ownership percentages are irrelevant.
- Article 58 applies the same role-based logic to express trusts and similar legal arrangements.
Across all these cases, AMLR allows no stopping at entity level. Beneficial ownership must always resolve to natural persons.
Beneficiaries, discretion and proportionality – tightly controlled
AMLR recognises that beneficiary identification is not always immediately possible, but it tightly controls any abstraction:
- Article 59 allows class-based identification only temporarily or for strictly defined low-risk categories (e.g. pension schemes, low-risk charitable structures).
- Article 60 introduces a bespoke regime for discretionary trusts, requiring identification of objects of a power and default takers, with BO status crystallising upon selection or default.
Opacity is tolerated only where unavoidable, risk-justified and notified.
Collective investment undertakings: a separate BO regime
Article 61 AMLR establishes a lex specialis for collective investment undertakings (CIUs).
Here, beneficial owners are persons who:
- hold 25% or more of units, or
- can define or influence investment policy, or
- control the CIU through other means.
This avoids misclassifying dispersed investors while still capturing real power and influence.
Data quality and timing: beneficial ownership as a regulated data object
Chapter IV AMLR does not stop at identification.
Article 62 AMLR defines beneficial ownership information as a regulated dataset:
- exhaustive identity data,
- clear description of ownership or control,
- structural mapping of ownership and control chains,
- timestamps for when BO status begins,
- updates within 28 days of creation or change,
- and annual confirmation as a minimum.
Beneficial ownership under AMLR is no longer narrative – it is verifiable, time-valid and audit-ready data.
What Chapter IV AMLR ultimately achieves
Chapter IV creates a closed transparency system:
- Every legal form is covered.
- Every control mechanism is captured.
- Every structure must resolve to natural persons.
- Every BO record must be accurate, current and documented.
For obliged entities, this means that beneficial ownership is no longer a box-ticking exercise. It is a core governance obligation, directly enforceable and fully auditable.
Key takeaway
Beneficial Ownership Transparency under Chapter IV AMLR is not about thresholds – it is about power, structure and data integrity.
If a natural person ultimately owns, controls or benefits, AMLR ensures they are visible – without exception.