Ultimate beneficial owner (UBO) under the AMLR: how to identify beneficial owners from July 2027

Banks and PSPs that onboard business clients already look for the ultimate beneficial owner. What changes on 10 July 2027 is the rulebook behind that search. From that date the EU Anti-Money Laundering Regulation (AMLR, Regulation (EU) 2024/1624) applies directly in every Member State, and it sets out in detail who a beneficial owner is and how to find them.

This guide covers what Articles 51 to 57 AMLR require, where the calculation gets hard in layered structures, and what a UBO file has to prove.

Status: November 2026. Based on the AMLR and AMLA's drafts published by 30 September 2026. No legal advice, see the note at the end.

From July 2027, the AMLR replaces national rules with one EU-wide definition of the beneficial owner

Until now, each Member State transposed the due diligence rules of the AML directives in its own way. AMLA names the result in the final report on its draft standards on customer due diligence, submitted to the European Commission in September 2026: legal uncertainty and extra cost for institutions working across borders. The AMLR replaces that with due diligence rules that apply directly and in the same way across the Union and across sectors.

So what is a beneficial owner under the new rules? Article 51 AMLR answers with ownership and control. A beneficial owner of a legal entity is any natural person who directly or indirectly holds an ownership interest in it, or who directly or indirectly controls it. The last sentence of the article matters most: control via other means is identified independently of ownership and in parallel to it.

Ownership and control are separate tests. Both always run.

Anyone who holds 25% or more, directly or through other companies, counts as an ultimate beneficial owner

Article 52(1) AMLR sets the threshold at 25% or more of the shares, voting rights or other ownership interest. That includes rights to a share of profits, other internal resources or the liquidation balance. This is what beneficial owner will mean across the EU: any natural person who reaches that threshold, directly or indirectly.

Indirect ownership is calculated, not estimated. The AMLR requires firms to multiply the holdings of the intermediate entities along each chain and then add up the results of all chains. Every shareholding on every level counts.

For complex structures, such as investors who hold through several layers of companies, this is where the effort sits. One compliance lead we work with told us that the combined method, which mixes control by dominance with multiplied stakes across levels and adds up several chains, leaves it unclear which percentage results, and is hard to explain to the team.

The threshold is not fixed for good either. By 10 July 2029 the Commission must assess whether higher-risk types of corporate entities need a lower threshold. That threshold would be set at a maximum of 15%, unless a higher one below 25% is more proportionate.

Control over a company can make someone a beneficial owner even without a large stake

Under Article 53 AMLR, control through ownership starts at 50% plus one of the shares or voting rights. Control via other means needs no stake at all. The AMLR lists, among others:

• a majority of the voting rights, whether or not shared with persons acting in concert
• the right to appoint or remove a majority of the board or similar body
• relevant veto or decision rights attached to shares
• decisions on the distribution of profit or on shifts in assets
• formal or informal agreements, family relationships and nominee arrangements

In layered structures both come together. Where ownership sits on one level of a chain and control on another, Article 54 AMLR says who the beneficial owners are: the people who control the entities with a direct ownership interest, and the people with an ownership interest in the entity that controls the company.

Anyone who only calculates percentages will miss control. A UBO file built on the ownership share alone will not hold up against the new definition.

When no beneficial owner can be identified, the senior managing officials must be recorded instead

Article 63(3) and (4) AMLR covers the case where nobody qualifies. Only after all means under Articles 51 to 57 have been exhausted does the legal entity record the steps it took. It then provides a statement with a justification and the details of all senior managing officials.

The register wants a reason too. Commission Implementing Regulation (EU) 2026/2354 sets the formats for reporting to the national central registers under Directive (EU) 2024/1640 and applies from 10 July 2027. For this case it gives a fixed list: dispersed ownership with no controlling interest, a legal entity with no legal owners by definition, a deceased or unborn beneficial owner of a legal arrangement, or that no beneficial owner could be determined after exhausting all means.

The AMLR states that senior managing officials, identified when no beneficial owner can be found, are not beneficial owners (recital 125 AMLR). AMLA's draft standards on customer due diligence recall the same point.

Senior managing officials are not a stand-in UBO.

A UBO file must prove how beneficial owners were found; the beneficial ownership register alone is not enough

Article 20(1)(b) AMLR asks for more than a name. Institutions must identify the beneficial owners, take reasonable measures to verify their identity, and understand the customer's ownership and control structure. For natural persons, Article 22(1) sets the minimum data: all names and surnames, place and full date of birth, nationalities and, where applicable, the national identification number, and the usual place of residence.

Checking the national central register (in Germany the Transparenzregister) stays mandatory, but it is not enough on its own. AMLA's draft states that the central register must be consulted for every customer that is not a natural person, yet it does not meet the verification requirements by itself. To verify, institutions may use other public registers, such as the business register, and third-party sources such as reputable data providers, credit or financial institutions and group entities.

For low-risk situations, AMLA's draft allows a lighter variant: beneficial owners or senior managing officials may be identified from the central register, a business or company register, customer information or a reliable open source, and verified with a different one of those sources. The central register itself cannot be the source used for verification.

How deep a file has to go shows in the beneficial ownership declaration to the register. Under Implementing Regulation (EU) 2026/2354 it holds the type of ownership interest, direct or indirect (both can apply), the percentage of ownership to two decimal places, the nature of control from a list of options, and the type, number and issuing country of the identity document. Where the structure contains more than one legal entity, a description is mandatory: an organisational chart with every owning or controlling entity, nominees, percentages and the links to the beneficial owners, or the same information as structured data. A UBO file should be at least that clear.

Supervisors are counting. AMLA's draft methodology for selecting institutions for direct supervision is not adopted yet, but it already records, among other data, the legal-entity customers whose beneficial owners have not been identified, and those whose beneficial owners were identified but not verified.

One example from practice: lemon.markets, a regulated investment infrastructure provider serving business clients, went live on Sinpex KYB and KYC in about 90 days, from project start in April 2025 to go-live in July 2025. Its scope on Sinpex then grew well beyond the original configuration, to complex ownership structures across multiple entity types. Audit reporting runs automatically, so there is nothing to reconstruct before an audit. How UBO identification can be automated in onboarding is the subject of our article From hours to minutes.

Banks and PSPs that review their UBO files now can spread the work before July 2027

Before 10 July 2027, the order of the work matters. Then there is the existing book. Under Article 26(2) AMLR, customer information must be kept up to date at risk-based intervals of no more than 1 year for higher-risk customers and 5 years for all others. Under AMLA's draft standards, existing customers must be brought in line within these 1- and 5-year periods, counted from the standards' entry into force. AMLA did not accept requests to extend them.

Clients carry new duties as well. Legal entities must report changes to their beneficial ownership information to the central register within 28 calendar days and verify at least annually that the information is still up to date.

A workable plan for the UBO files:

• sort the existing book by structure and review layered ownership first
• fix the calculation method for multi-level chains and document it in every file
• record control features such as voting rights, veto rights and agreements next to the shareholdings
• collect missing data such as place of birth and nationalities
• file every case without a beneficial owner with its justification and the senior managing officials

The institutions that start now will have room to iterate. The ones that wait for July 2027 will only be able to react. For what the AMLR means beyond UBOs, read the recap of our webinar with Sebastian Glaab, Partner at Annerton.

FAQ: ultimate beneficial owners under the AMLR

What does beneficial owner mean under the AMLR?

Under the AMLR, a beneficial owner is any natural person who ultimately owns or controls a legal entity, directly or indirectly. Ownership means 25% or more of the shares, voting rights or other ownership interest; control can also come from voting agreements, appointment rights or nominee arrangements.

Is a beneficial owner the same as an ultimate beneficial owner?

In practice, yes. The AMLR says beneficial owner: the natural person who ultimately owns or controls a legal entity. Ultimate beneficial owner, or UBO, is the name compliance teams use for that same person.

How do you identify the UBO of a company?

Calculate direct and indirect ownership through every level of the structure, test control via other means in parallel, and verify the result with sources beyond the central register, such as the business register.

What happens if no UBO can be identified?

After all means under Articles 51 to 57 AMLR are exhausted, the legal entity records the steps taken, gives a justified statement and reports its senior managing officials. They do not become beneficial owners by that.

When does the AMLR apply?

The AMLR applies directly in all Member States from 10 July 2027.

Sources: Regulation (EU) 2024/1624 (AMLR) · AMLA, final report on the draft customer due diligence standards · Implementing Regulation (EU) 2026/2354 · AMLA, final report on the draft standards for selecting institutions for direct supervision

This article is for general information only and does not constitute legal advice. It reflects the AMLR, the related EU implementing acts and the published AMLA drafts as of November 2026. Some technical standards are still drafts and may change before they are adopted. Whether and how the rules apply depends on your institution's business model, risk profile and national supervisory practice. Please verify the information independently and seek legal advice for your specific situation. Status: November 2026.