EU AMLR Beneficial Ownership and KYB: What Changes for SMEs
The EU AMLR keeps the 25% beneficial ownership threshold but changes how it is counted. What SMEs must collect, verify, report and screen from July 2027.
Under the EU's Anti-Money Laundering Regulation (AMLR), a beneficial owner is anyone who owns 25% or more of a company, or who controls it by other means. The 25% figure is not new. What changes on 10 July 2027 is how you count. Indirect stakes are multiplied through each chain and added up, and a stake of exactly 25% now counts.
The AMLR is Regulation (EU) 2024/1624, the single EU rulebook for anti-money laundering checks. Our guide to the EU AMLR and AMLA explains the law as a whole. This post covers one part of it: checking the companies you deal with, and the people behind them.
Two terms first. Know-your-business (KYB) means checking a company before you deal with it: that it exists, who runs it, and who owns or controls it. It is the company version of know-your-customer (KYC). A beneficial owner is a real person who ultimately owns or controls a company, as opposed to the company or nominee whose name appears on the share register.
This guide is current as of 2 November 2026. Every rule below was read from the AMLR text, the sixth anti-money laundering directive (AMLD6), and the 2015 directive they replace.
Who counts as a beneficial owner under the EU AMLR?
A beneficial owner is any real person who has an ownership interest in a company, or who controls it, directly or indirectly [AMLR Art. 51]. The two tests run side by side. You must check for control "independently of and in parallel to" ownership. A person can be a beneficial owner through either one, or both.
Ownership means holding 25% or more of the shares, voting rights or other ownership interest. That includes rights to a share of profits or of what is left on liquidation [AMLR Art. 52(1)].
Control has a fixed core and an open edge. Holding more than 50% (the text says "50 % plus one") is control through ownership [AMLR Art. 53(2)(c)]. Control by other means always includes the power to [AMLR Art. 53(3)]:
- exercise a majority of the voting rights, alone or with others acting together;
- appoint or remove a majority of the board;
- use veto or decision rights attached to shares;
- decide how profits are paid out, or move the company's assets.
Control can also come from looser sources, depending on the company [AMLR Art. 53(4)]. The text names agreements with owners, the articles of association, voting arrangements, relationships between family members, and nominee arrangements. So a person who holds no shares at all can still be a beneficial owner, for example by controlling the company through family ties.
What is the beneficial ownership threshold under the AMLR?
The threshold is 25% or more, counted directly or indirectly, across every level of ownership [AMLR Art. 52(1)]. It has not dropped to 15%. The Commission must assess by 10 July 2029 whether some higher-risk kinds of company need a lower threshold [AMLR Art. 52(2)]. Any lower threshold would come later, by a separate legal act, and only for the categories it names.
If the Commission does set one, the text caps it at 15%, unless the Commission finds a higher figure (still below 25%) more proportionate. As of 2 November 2026, no such act exists.
Here is what changes compared with the 2015 directive:
| Question | Directive 2015/849 (until 10 July 2027) | AMLR (from 10 July 2027) |
|---|---|---|
| Ownership threshold | More than 25%, as "an indication" of ownership [AMLD4 Art. 3(6)(a)(i)] | 25% or more [AMLR Art. 52(1)] |
| Stake of exactly 25% | Not an indication of ownership | Counts |
| Indirect stakes | Held through a company controlled by the person | Multiplied through each chain and added up [Art. 52(1)] |
| Lower national thresholds | Member states could choose a lower percentage | One EU rule; a lower threshold only by Commission act [Art. 52(2)] |
| Nominees | Named only as a service and as a risk factor | Nominees must disclose who they act for [Art. 66] |
| No owner found | Senior managers treated as the beneficial owners | Record "no owner identified" and verify senior managers [Art. 22(2)] |
A worked example shows the counting method. Your customer, Target Ltd, has three shareholders:
| Shareholder | Holding in Target Ltd |
|---|---|
| HoldCo | 50% |
| Person C | 30% |
| Person D | 20% |
HoldCo is owned 50% by Person A and 50% by Person B. Each of them holds 50% × 50% = 25% of Target Ltd indirectly. Under the AMLR, A and B are both beneficial owners. Under the 2015 directive's "more than 25%" test, neither stake was an indication of ownership. C, at 30%, is a beneficial owner either way. D, at 20%, is not, unless D controls Target Ltd by some other means.
One caution on the example. Where a link in the chain gives control, for example a holding of more than 50%, a different rule applies [AMLR Art. 54]. The result can then differ from simple multiplication. A structure like that needs care, and possibly advice.
Is the sanctions ownership test the same as the beneficial ownership test?
No. They are two different tests with two different numbers. The beneficial ownership test uses 25% or more. The sanctions test asks whether a sanctioned person controls the customer, or holds more than 50% of it, alone or together with others [AMLR Art. 20(1)(d)].
| Check | Threshold | What you do | Source |
|---|---|---|---|
| Identify beneficial owners | 25% or more, or control by other means | Identify them and verify their identity | AMLR Arts. 20(1)(b), 52 |
| Screen the customer and its beneficial owners | Everyone identified above | Check whether any of them is subject to targeted financial sanctions | AMLR Art. 20(1)(d) |
| Sanctioned owner or controller | More than 50%, or control | Check whether a sanctioned person controls the customer or holds a majority | AMLR Art. 20(1)(d) |
| PEP check | Customer and beneficial owners | Check whether any of them is a politically exposed person, or a family member or close associate of one | AMLR Art. 20(1)(g) |
Targeted financial sanctions are asset freezes and dealing bans on named people and companies. The two tests overlap in practice. If you screen every beneficial owner and controller you identify, you will catch a sanctioned majority owner too. The 50% test matters most when several sanctioned people each hold a smaller stake. Their holdings count "individually or collectively".
What KYB information must an obliged entity collect?
For a company customer, you must collect its basic details, the names of its legal representatives, and the names of any nominee shareholders or directors [AMLR Art. 22(1)(b)]. An obliged entity is a business the AMLR requires to run anti-money laundering checks. Our obliged-entity checklist helps you tell whether you are one.
| About | What to collect | Source |
|---|---|---|
| The company | Legal form and name; registered office and main place of business; country of creation | AMLR Art. 22(1)(b)(i)–(ii) |
| Its representatives | Names of legal representatives; registration number, tax number and Legal Entity Identifier, where available | AMLR Art. 22(1)(b)(iii) |
| Nominees | Names of nominee shareholders or directors, marked as nominees | AMLR Art. 22(1)(b)(iv) |
| Each beneficial owner | Full names; place and full date of birth; residential address; country of residence; nationalities; identity document number | AMLR Arts. 22(2), 62(1) |
| Proof of registration | Valid proof that the company's owners are registered, or a recent register excerpt | AMLR Art. 23(4) |
You must verify the beneficial owners' identities before the relationship starts, with some low-risk exceptions [AMLR Art. 23(1)–(2)]. You can verify through identity documents, trusted electronic ID, or "reasonable measures" using information from the customer or other reliable sources [AMLR Art. 22(7)]. You must also check the central register. But the register is a cross-check, not your main source [AMLR Art. 22(7); Recital 54].
What happens when the register disagrees with what the customer told you?
You must report the discrepancy to the central register within 14 calendar days of finding it [AMLR Art. 24(1)]. Your report must say who you think the beneficial owners are, and why.
There is a narrow way out for small errors. If the difference is a typo, a different spelling of a name in another alphabet, or outdated data about owners you already know, you may ask the customer to fix it instead [AMLR Art. 24(2)]. The customer then has 14 days to correct the register. If it does not, you report [AMLR Art. 24(3)]. This option does not apply to higher-risk customers.
The register must act on a report within 30 working days. Until the matter is resolved, the register shows a mark that a discrepancy was reported [AMLD6 Art. 10(10)].
How do EU beneficial ownership registers help with a foreign counterparty?
Each member state's central register will be linked to the others through one EU platform, and obliged entities get "timely access" to it for their customer checks [AMLD6 Arts. 10(19), 11(3)]. In practice, a Dutch dealer checking a Spanish company should be able to reach the Spanish register's beneficial ownership data through the same system. A member state may charge a fee, limited to its costs [AMLD6 Art. 11(4)].
The registers will also flag sanctions links. Each register must check its records against targeted financial sanctions immediately after each new designation, and at regular intervals. It must then show a visible flag when a company, its controller or a beneficial owner is sanctioned [AMLD6 Art. 10(9)]. That flag is useful. It does not replace your own check under AMLR Art. 20(1)(d).
Two more points matter for small firms:
- Companies from outside the EU. A non-EU company must register its beneficial owners in a member state before starting a relationship with an obliged entity, where the risk is rated medium-high or high [AMLR Art. 67(1)–(3)]. In those cases you must ask for proof of registration before you proceed [AMLR Art. 67(4)].
- Businesses that are not obliged entities. Anyone "likely to enter into a transaction" with a company, and wishing to prevent a link to money laundering, counts as having a legitimate interest. That gives access to a core set of facts: the owner's name, month and year of birth, country of residence, nationality, and the size of the interest [AMLD6 Art. 12(1)–(2)].
Timing. Member states had to put the access rules in Articles 11 to 13 of AMLD6 into national law by 10 July 2026. The main deadline, including the register rules in Article 10, is 10 July 2027 [AMLD6 Art. 78]. How far each country has got varies, so check your national register.
What does the AMLR change about nominee shareholders and directors?
Nominees must now disclose who they act for, and that information reaches both the register and you [AMLR Art. 66]. A nominee is a person who holds shares or a directorship in their own name on someone else's instructions. Nominees are an old way to hide the real owner, because the register shows the nominee, not the person giving the orders.
The AMLR closes that gap in three places:
- Nominee arrangements count as control. Using a formal or informal nominee is one of the named ways to control a company [AMLR Art. 53(4)(c)]. The person giving instructions can be a beneficial owner.
- Nominees must disclose. Nominee shareholders and directors must keep up-to-date records of who appointed them and of that person's beneficial owners. They must disclose this to the company, which reports it to the central register [AMLR Art. 66].
- You must collect it. The company must pass the same information to obliged entities during customer checks [AMLR Art. 66]. You must record nominee names and status [AMLR Art. 22(1)(b)(iv)].
The 2015 directive mentions nominees only as a service that company providers offer, and as a factor that raises risk [AMLD4 Art. 3(7)(e), Annex III]. It sets no duty on nominees themselves.
What if the true owner cannot be identified?
You must record that no beneficial owner was identified, then identify and verify every senior managing official of the company [AMLR Art. 22(2)]. Senior managing officials are the executive members of the board and the people who run the company day to day [AMLR Art. 63(4)]. This applies after you have "exhausted all possible means of identification", or where you doubt that the people named are the real owners.
This differs from the 2015 directive. There, senior managers were treated as the beneficial owners themselves [AMLD4 Art. 3(6)(a)(ii)]. Under the AMLR, the file must say plainly that no owner was found. If verifying the managers would tip off the customer about your doubts, you skip that step and record what you did instead.
"No owner found" is not the same as "checks not done". A widely held company may genuinely have no one at 25%. But if you cannot complete customer due diligence at all, you must not start the relationship, or must end it, and consider reporting a suspicion [AMLR Art. 21(1)].
Frequently asked questions
What counts as a beneficial owner? Any real person who holds 25% or more of a company, directly or through other companies, or who controls it by other means. Control includes holding more than 50%, controlling the board and veto rights. It can also include family relationships and nominee arrangements [AMLR Arts. 51–53].
Is the threshold dropping to 15%? No. It stays at 25% or more. The Commission must assess by 10 July 2029 whether some higher-risk kinds of company need a lower threshold. Any lower threshold would need a separate legal act and could be no higher than 15%, unless the Commission justifies a figure between 15% and 25% [AMLR Art. 52(2)].
Do I need to re-verify owners I already checked? Over time, yes. Customer information must be updated at least every 5 years, and every year for higher-risk customers [AMLR Art. 26(2)]. You must also update it when a customer's circumstances change [AMLR Art. 26(3)]. The AMLR's recitals name a change in beneficial ownership as one such trigger [Recital 69]. Separately, you must regularly re-check customers and beneficial owners against sanctions lists [AMLR Art. 26(4)].
What if the true owner can't be identified? Record that no beneficial owner was identified, then identify and verify the company's senior managing officials [AMLR Art. 22(2)]. If you cannot complete customer due diligence at all, do not proceed, and consider reporting a suspicion [AMLR Art. 21(1)].
Can I rely on the central register alone? No. You must verify owners through documents, electronic ID or other reliable sources, and also check the central register [AMLR Art. 22(7)]. The AMLR's recitals say the register should not be your main source [Recital 54].
Citations
- Regulation (EU) 2024/1624 (AMLR), Articles 20, 21, 22, 23, 24, 26, 51, 52, 53, 54, 62, 63, 66 and 67, and Recitals 54 and 69, https://eur-lex.europa.eu/eli/reg/2024/1624/oj/eng
- Directive (EU) 2024/1640 (AMLD6), Articles 10, 11, 12 and 78, https://eur-lex.europa.eu/eli/dir/2024/1640/oj/eng
- Directive (EU) 2015/849 (AMLD4, the current directive until 10 July 2027), Article 3(6) and (7) and Annex III, https://eur-lex.europa.eu/eli/dir/2015/849/oj/eng
- FATF, Guidance on Beneficial Ownership of Legal Persons, March 2023, https://www.fatf-gafi.org/en/publications/Fatfrecommendations/Guidance-Beneficial-Ownership-Legal-Persons.html
Screening the owners you identify
Finding the owners is the KYB step. Screening them is the step the law then requires for each one. Every beneficial owner, controller and nominee you record must be checked against sanctions lists and for PEP status, and checked again as lists change [AMLR Arts. 20(1)(d), (g), 26(4)].
DeRisk Hub does that screening part. It does not read company registers or work out ownership for you. Once you know who the company and its owners are, it screens each of them against sanctions, export-control and PEP list sources. It re-screens the entities you monitor as lists update, and records every decision in an audit trail you can show a supervisor. It is one part of a compliance programme, not the whole of one. Read how PEP screening works, start your free trial (15 days, 100 entities, no credit card required), or go to DeRiskHub.com.
This article is informational and does not constitute legal advice. It describes beneficial ownership rules in Regulation (EU) 2024/1624 and Directive (EU) 2024/1640 as verified against the legal texts on 2 November 2026. National law, register practice and future Commission acts will add detail. Confirm how these rules apply to your business with your national supervisor or qualified counsel.