Shell Banks

Shell Banks

Understanding the concept of shell banks is crucial for professionals and institutions in the financial sector. Defined in both the 4th Anti-Money Laundering Directive (Directive (EU) 2015/849) and the German Money Laundering Act (GwG), shell banks represent a significant point of focus in efforts to prevent money laundering and ensure financial transparency.

Definition of Shell Banks in the 4th AMLD The 4th AMLD, a cornerstone of EU financial regulation, provides a clear definition of shell banks. According to the directive, a shell bank is an institution, either a credit or financial institution, that lacks a meaningful physical presence in the jurisdiction in which it is incorporated. This absence of a substantial operational base, combined with a lack of affiliation with a regulated financial group, marks the primary characteristics of a shell bank. The directive’s focus on these entities underscores the EU’s commitment to combating financial crimes like money laundering and terrorist financing.

Shell Banks in the German GwG Aligning with the EU’s regulatory approach, the German GwG offers a similar but specific perspective on shell banks. In Germany, shell banks are identified as either CRR credit institutions, financial institutions, or companies performing equivalent activities but are registered in a different country from where they are managed. The GwG emphasizes that these entities should not be part of a regulated financial group, reflecting concerns over their potential use for illicit activities due to a lack of regulatory oversight.

Legal Implications and Compliance Both the 4th AMLD and the German GwG impose strict legal obligations regarding shell banks. The 4th AMLD prohibits credit and financial institutions from establishing relationships with shell banks. Similarly, the German GwG mandates enhanced due diligence by financial institutions to avoid direct or indirect relationships with shell banks. These regulations signify a robust stance against the potential misuse of the financial system by entities that operate with high levels of opacity.

4th AMLD


Article 3 (17) of the 4th Anti-Money Laundering Directive (Directive (EU) 2015/849) defines a ’shell bank‘ in the context of EU regulations. This definition is crucial for understanding and enforcing regulations against money laundering and related financial crimes.

A ’shell bank‘ is characterized by several key features:

  1. Type of Institution: It can be a credit institution, a financial institution, or any institution that performs activities similar to those of credit and financial institutions.
  2. Lack of Physical Presence: The institution is incorporated in a jurisdiction but lacks a meaningful physical presence there. ‚Physical presence‘ implies having an actual office space with employees and active management.
  3. Absence of Meaningful Mind and Management: This means that the institution does not have active and meaningful decision-making or administrative operations in the jurisdiction it is incorporated in. Essentially, it exists mostly on paper and does not have a substantive operational presence.
  4. Unaffiliated with a Regulated Financial Group: The institution is not part of a larger, regulated financial group. This means it operates independently of any financial group that is subject to regulatory oversight and compliance standards.

Prohibition of correspondent relationship with shell banks

Article 24 of the 4th Anti-Money Laundering Directive (Directive (EU) 2015/849) specifically addresses the issue of ’shell banks‘ in the context of correspondent banking relationships. The key points of this article are:

  1. Prohibition of Relationships with Shell Banks: Member States are required to enforce laws that prohibit credit institutions and financial institutions from initiating or maintaining correspondent banking relationships with shell banks. This is a direct measure to prevent legitimate financial entities from being associated with or facilitating the activities of shell banks, which are often used for money laundering and other illicit financial activities due to their lack of transparency and regulation.
  2. Obligation to Avoid Indirect Relationships: The article goes further to mandate that credit and financial institutions must take active measures to ensure they do not engage in correspondent relationships with any credit institution or financial institution that is known to allow its accounts to be used by a shell bank. This means that even indirect relationships with shell banks, through other institutions, are prohibited.
  3. Ensuring Compliance: Institutions are required to implement appropriate measures to comply with these prohibitions. This could involve enhanced due diligence procedures to identify whether potential correspondent banks have any connections to shell banks.
  4. Broadening Accountability: By holding institutions accountable not only for their direct relationships but also for their indirect relationships, the directive aims to create a more comprehensive barrier against the use of shell banks in the financial system.

German GwG


The definition of a „shell bank“ in the German GwG can be summarized as follows:

  1. Types of Entities Considered as Shell Banks:
    • The Act defines a shell bank as either: a. A CRR (Capital Requirements Regulation) credit institution or a financial institution as defined in Article 3 point (2) of Directive (EU) 2015/849, or b. A company that: i. Performs activities equivalent to those of the aforementioned credit or financial institutions. ii. Is registered in a commercial register or a comparable register of a country different from where the company is actually managed and administered.
  2. Lack of Affiliation with a Regulated Group:
    • The entity (be it a credit institution, financial institution, or a company performing similar activities) must not be affiliated with a regulated group of credit or financial institutions.

This definition in the German GwG aligns closely with the broader EU regulatory framework, particularly with the 4th AMLD (Directive (EU) 2015/849). It targets entities that exist primarily on paper, with their operational and management activities located in a different jurisdiction than where they are registered. The emphasis on not being part of a regulated group highlights the concern that such entities could be used for illicit financial activities, including money laundering and terrorist financing, due to their lack of transparency and oversight.

By specifying these characteristics, the German GwG aims to prevent the misuse of the financial system by shell banks and to ensure that financial and credit institutions operating within Germany adhere to strict anti-money laundering and counter-terrorist financing standards.

Enhanced Due Diligence

Section 15 (7) No. 4 of the German GwG focuses on enhanced due diligence requirements related to „shell banks.“ The key aspects of this section can be summarized as follows:

  1. Target Obliged Entities: Financial sector entities such as credit institutions, financial services institutions, financial enterprises, and payment service providers, among others.
  2. Context of Application: Higher risk of money laundering or terrorist financing.
  3. Enhanced Due Diligence Obligation:
    • Obliged entities are required to implement enhanced due diligence measures when establishing a business relationship.
    • These measures are not just a one-time requirement but need to be actively maintained throughout the duration of the business relationship.
  4. Prohibition Against Relationships with Certain Respondents:
    • The core requirement here is to ensure that the obliged entity does not establish or continue a business relationship with any respondent (i.e., a counterparty in a correspondent banking relationship) whose accounts are known to be used by a shell bank.
    • This implies that the obliged entities must have mechanisms in place to identify and avoid any direct or indirect association with shell banks.
  5. Preventing Indirect Use of Shell Banks:
    • The emphasis is not only on preventing direct relationships with shell banks but also on avoiding indirect relationships through respondents that might allow their accounts to be used by shell banks.