In Estonia, the obligation to collect and disclose data about ultimate beneficial owners (UBOs) came into force on 1 September 2018. In accordance with the changes in the Money Laundering and Terrorist Financing Prevention Act, all legal entities, with some exceptions, must disclose information about their beneficial owners to the Commercial Register.
An UBO is a natural person who, taking advantage of their influence, carries out a transaction, act, action, operation or step, or otherwise exercises control over a transaction, act, action, operation or step, or over another person, and in whose interests or favour or on whose account a transaction, act, action, operation or step is carried out.
In the case of companies, the UBO is the natural person who ultimately owns or controls a legal entity through direct or indirect ownership of a sufficient percentage of the shares or voting rights or ownership interest in that person, including through bearer shareholdings, or through control via other means.
Direct ownership means that a natural person has 25% plus one share or an ownership interest of more than 25% in a company.
Indirect ownership means that a company under the control of a natural person holds, or multiple companies that are under the control of the same natural person hold, a shareholding of 25% plus one share or an ownership interest of more than 25% in a company.
A company must register the following information on their UBOs in the Commercial Register:
A foundation must also submit the list of beneficiaries, which includes each beneficiary’s name, ID code and country of the ID code, the date and place of birth if there is no ID code, and country of residence if such persons are specified by name in the articles of association of the foundation.
The following are not obliged to submit information about their UBOs:
The information on UBOs of Estonian companies is publicly available at the website of the Estonian Commercial Register.
Failure to submit information on the beneficial owner, to notify changes in data or intentionally submit false data is publishable by a fine. The fine can be up to EUR 1,200 for natural persons and up to EUR 32,000 for legal entities.
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