Hello! In this article we will tell you about the beneficiaries.

Today you will find out:

• Who is the beneficiary;
• How does it differ from the beneficiary;
• Who is the beneficial owner;
• How to protect the rights of the beneficiary.

Who is the beneficiary

Beneficiary - a borrowed word, and to unravel its essence, you need to turn to its French roots. Translated from French, this word means "profit" or "benefit". Therefore, the simplest definition of a beneficiary is a person who makes a profit.

In financial terms, the beneficiary is the person who owns the profitable assets. But one should immediately make a reservation that these are not only those physical and who actually own all the property of a particular company. In fact, the beneficiaries are everyone who can control (change) the activities of the organization.

That is, the beneficiary is a person who has the right to dispose of the property of the organization, regardless of whether it belongs directly to him or not. That is, these are individuals or legal entities that de facto own the funds, and, consequently, the company itself.

Beneficial owner concept

The definition that the legislation ascribes to the beneficial owner is written in the Federal Law No. 115-FZ "On combating the legalization of proceeds from crime and the financing of terrorism." It says that the beneficial owner is a person who, directly or indirectly, has a stake in a legal entity (25% or more) and can control the activities of this person.

That is beneficial owner - that natural person who directly or indirectly manages the activities of the company. Almost everyone rests on his shoulders management decisions, as well as what can completely affect economic activity companies. In essence, this is the person who has real power in the company and controls it.

The same normative act contains the definition of a beneficiary as a person for whose benefit the company's operations are carried out. Including according to agency, surety and other agreements.

Therefore, full beneficiaries can be:

• Heirs and other persons who acquire benefits after the death of the recipient of any payments from legal entity;
• Landlords;
• Persons who hold bank accounts;
• Clients transferring property to trust or cash;
• Beneficiaries under insurance contracts;
• The real owners of the companies.

Some individuals, for full security own safety and lack of attention from government bodies, they try to hide information about the real benefits and owners of organizations. Most often, the real owners of legal entities hide all information about themselves.

In order not to get confused, you need to immediately distinguish between two concepts: beneficial owner and beneficiary. The first has a direct or indirect ability to influence the activities of the organization, manage it and receive income. The second, is the usual beneficiary, receives profit from the activities of the organization or any other assets. State authorities are interested in information only about the beneficial owners of companies, and not about its beneficiaries.

Beneficiary's rights and obligations

According to the law, the beneficiary has a number of rights that protect his activities. But protection from the state works only if the person is state registered in the role of the beneficiary of a particular company, which happens quite rarely.

Nevertheless, the list of beneficiary's rights includes:

• Disposal of shares in the company. The beneficiary has the right to sell part of the company in whole or in part to other shareholders or third parties independently, without the consent of the other members of the board of directors or other senior management body;
• Appoint, control and dismiss the CEO of the company legally;
• Participate in the board of directors of the company, and vote in decision-making according to the share in the company;
• Receive income in accordance with the percentage of shares (other share) of the company.

The most important right of the beneficiary is the appointment and control over the activities of the general director of the company. The beneficiary has the right to appoint a nominee owner himself, who will represent his interests within the company on a legal basis, and in the event of a conflict of interest, also independently legally remove him from his post.

But in addition to the rights, the beneficiary also has a number of obligations:

• Register with government agencies;
• Provide all information about yourself and the company, the beneficiary of which he is;
• Pay taxes as a beneficiary of the company.

But, as you might guess, these rights and obligations are often neglected by the real beneficiaries of various companies. It is more important for them to remain in the shadows so that government agencies cannot recognize who receives the company's funds and how they get it.

Through nominal owners - CEOs companies, beneficiaries carry out their activities within the company, making all management decisions, but in the event of a conflict of interest, all disagreements are resolved in accordance with the agreement, thanks to which, with proper legal registration, it is possible to force a person not only to leave the post, but also to fully pay compensation to the affected beneficiary.

Protection of the beneficiary's rights

According to Russian law, the beneficiary can go to court if his interests were violated by other beneficiaries of the company, or its management.

The court will consider the application in the following cases:

• If the terms of the contract between the company and the beneficiary were not followed;
• If the company conducts illegal or unlicensed activity;
• If the rights of the beneficiary have been illegally reduced within the company;
• If the company deliberately concealed the facts of infringement of the interests of the beneficiary;
• In other similar cases.

At the same time, the beneficiary can legally protect himself from the activities of nominee managers with the help of a trust management agreement, which was concluded with these persons.

Most of the nominal leaders have much less power than the beneficial owner, and he can terminate the contract with them at any time, which will entail their dismissal, or deprivation of their position, and, accordingly, all nominal power within the company.

Thus, the beneficiary can take advantage of the documentary support of his position in the pre-trial procedure, and oblige the nominal leaders not only to resign from their position, but also to compensate for all the damage received by the beneficiary. But it is worth remembering that only a well-drafted contract can serve as a guarantor of the rights of the real beneficiary and the owner of the company, in disputes with the nominee manager.

Beneficial owner of a legal entity

Beneficial owner of a legal entity - a person or a group of persons who have a direct or indirect impact on the activities of the company.

The beneficial owner of a legal entity is the person whose voice influences the activities of the organization. He can participate in a meeting of shareholders, directly influence the policy of a legal entity, make a decision on changing the form of ownership of a legal entity and, in general, any management decision.

The disclosure of data on the beneficial owners of a legal entity is most often prohibited. Quite often, in the documents submitted for registration, as well as the charter of legal entities, the real activities of such persons in the organization are deliberately understated. Who these people are and what position they occupy in the firm are truly known only to the bank employees who manage their accounts, as well as to the commercial agents who transact on their behalf.

Information about the beneficial owners of legal entities is hidden in the following cases:

• When doing business in offshore zones;
• In order to improve the taxation of individuals and the legal entity as a whole;
• When laundering proceeds from crime.

In order to hide the identity of the beneficial owner, and to protect him from unnecessary attention of state authorities, trusts and other funds that manage securities, fictitious executive directors, bearer shares, allowing on behalf of the beneficial owner to participate in the activities of the company, etc., can be used.

Ultimate beneficiary

So we come to the end of the chain of beneficiaries.

Ultimate beneficiary - that individual who receives real profit from the activities of the company.

And if the usual beneficiaries - beneficiaries, a company may have countless numbers, ranging from trading partners to ordinary shareholders, then the ultimate beneficiary is only one, and rarely there can be several.

In fact, the ultimate beneficiary is the person thanks to whom the company operates. And this person receives the lion's share of the profit of the enterprise, while remaining in the shadows. This is beneficial for those who carry out in a shady way, laundering income through offshore companies, as well as for people whose attention to the person from the side of state bodies is completely unprofitable.

In connection with the action on the territory of Russia - 115-FZ, banks are actively looking at the ultimate beneficiaries, preventing them from laundering money obtained by criminal means. But despite all the measures, most of the funds received by the final beneficiaries, which do not appear in the company's documents in any way, go through more than one stage of “laundering” and go to the account of the real beneficiary.

Disclosure of information about ultimate beneficiaries

Who might need information about the ultimate beneficiaries?

First of all, these will be state bodies, which, within the framework of 115-FZ, will counteract money laundering, the financing of terrorism and the illegal withdrawal of funds abroad.

Also, this information may be required for credit institutions. By establishing the identity of the ultimate beneficiary, the bank can assess the risks of working with the company, its solvency and reputation, and based on all the data received, a decision is made to issue a loan.

All companies wishing to get a loan or even just open an account are obliged to report all information about the ultimate beneficiaries to credit institutions. In this case, you need to fill in standard samples documents in the organization.

Credit institutions also provide information on ultimate beneficiaries to Rosfinmonitoring. If a credit institution does not comply with these requirements, then sanctions will be imposed on it, up to and including revocation of the license.

Also, in rare cases, the state authorities themselves may require information about the benifizar. In addition to actions under 115-FZ, this information serves as an additional guarantee of the partner's honesty when concluding government contracts. When information for such contracts is submitted to the authorized body, a document is drawn up - "Information about the chain of owners". It contains all the details of the company, as well as a complete list of all founders and beneficiaries of the company, up to the final ones.

Partner companies may also need information about the ultimate beneficiaries. In order to insure yourself against involvement in shadow financial schemes, and, accordingly, more close attention of state bodies and prosecution, you need to find out about the ultimate beneficiaries of your partners, before concluding contracts with them.

Bank guarantee: beneficiary and principal

In lending, the term beneficiary is used in the field of issuing a bank guarantee. There are two persons involved - the beneficiary and the principal. They are opposites: the beneficiary is the lender, that is, the beneficiary, and the principal is the borrower. For failure to fulfill obligations on the part of the principal, the obligations are assumed by a third party - the principal's guarantor bank.

That is, a contract is concluded between the principals and the beneficiary to provide a loan to the principal. He applies to his bank, with a request to issue him a guarantee in relation to the loan. And if a credit institution decides to grant this request, then this bank assumes the obligation to pay off the debt and interest of its client if it is not able to pay this amount.

At the same time, there is also a four-way form of the transaction, in which the principal's bank provides its guarantee to the beneficiary's credit organization, which, in turn, provides its client with a guarantee on its own behalf.

The presence of an intermediary increases the cost of the guarantee, but at the same time increases the reliability of the entire operation, because now there are two banks that have direct or indirect obligations to the beneficiary. Thanks to this, the risk of non-payment is reduced to a minimum.

A bank guarantee is concluded for:

• Guaranteed fulfillment of obligations;
• Making payments in specific situations;
• Execution of works under government and commercial contracts;
• Moving goods through customs.

But despite the fact that nominally, the guarantee is bank, on the territory Russian Federation, according to the statement of the principal, both a legal entity and an insurance company can act as a Guarantor. The legal entity assumes the obligation to pay off the principal's debts in case of non-payment of the principal and interest to the beneficiary by himself.

According to Russian legislation, the issuance of guarantees belongs to the list of banking operations. But world practice suggests that narrowing the range of legal entities that provide guarantee services can reduce the popularity of this tool as a loan guarantee.

Due to this, the transactions on which this instrument will be used as a way to diversify risks will significantly decrease, which may lead to an increase in fraud both on the part of banks and legal entities-principals.

But at the same time, if the insurance company performs a service from the list of bank, then according to the law it is required to collect or full review licenses. And this is despite the fact that the whole essence of insurance companies implies the conduct of such operations. After all, it is the insurance companies that should reduce the risks of non-payment by issuing guarantees (insurance) and subsequent payments if the principal did not pay the money (an insured event occurred).

In such conditions, banks act as a kind of monopolists for the provision of bank guarantee services. The benefit of the guarantor bank can range from 2 to 10% of the amount that will have to be paid if the client does not fulfill his obligations. In this case, all costs fall on the side of the principal, because he needs additional security in order to receive a loan or secure his obligations to the beneficiary.

That is, the beneficiary in the usual sense of the word, in a bank guarantee, is the guarantor himself, because it is he who makes a profit from the conclusion of the guarantee agreement. Also, the beneficiary can be called the lender, who receives an additional guarantee of the return of funds - that is, additional profit.

Organizations with no beneficiaries

There are organizations that, by their very nature, cannot have beneficiaries. These are any non-profit and charitable organizations whose purpose is not to make a profit. They may not have beneficiaries, because there is no profit in their charter, and, accordingly, there may not be any persons who receive it either.

But any commercial organization sets itself the primary task - making a profit. And when there is profit, then there are those persons who receive it - that is, the beneficiaries. But despite such a wide legislative framework, as well as the powers of state organizations and banking structures, quite often it is not possible to determine for certain the real ultimate beneficiary of some companies.

Shadow schemes make it possible to keep the face of the ultimate beneficiaries a secret, hiding them from unnecessary attention of the tax authorities, and allowing them to withdraw the money earned by criminal means abroad and launder it there.

A statistical fact confirming this information - Cyprus, in the form of almost interest-free loans, issued to Russian companies about $ 60 billion in 2014, which is almost 3 times higher than its GDP level. This only suggests that the volumes of funds exported from the country and resources laundered abroad are still enormous.

Under the law, a beneficiary is an individual or legal entity that directly or indirectly makes a profit from the activities of the company. The beneficiary of a legal entity (ultimate beneficiary) is an individual who controls 25 or more percent of the company and has the ability to influence the activities of the organization.

State and banking authorities are interested in identifying the ultimate beneficiaries in order to counteract legalization of proceeds from crime or financing of terrorism within the framework of 115-FZ. Banks are interested in the ultimate beneficiaries in order to assess the reliability of the company and predict the likelihood of its fulfillment of its obligations.

In the language of a bank guarantee, the beneficiary is a creditor who issues funds from the principal and receives a guarantee of the performance of its obligations from the guarantor bank. At the same time, the real beneficiary, in the official sense outside the language of bank guarantees, here is the guarantor bank, because it is he who receives the main benefit from the transaction, acting as the guarantor in these relations.

This article seeks to answer the “riddle” associated with legislation and human rights. Namely - who is the beneficial owner? What rights and obligations he has, and how he can hide or betray himself, what they are necessary for, and in what laws can a restriction for such a circle of persons be kept. We will try to consider all these questions here.

Introduction

Who is the beneficial owner? This is a person in the form of an owner or a certain group of such persons who, through direct or indirect interference, can influence the decision of a legal entity or even control it. The beneficial owner can be a person not specified in the title deed. However, it will be the direct owner of the existing assets and will be able to benefit from the influence on the organization's activities.

The beneficial owners of legal entities are the subjects that most often hide from the law, by covering up nominee companies and their board of directors with chains. This can be used to launder money that was obtained illegally. Legal owners take advantage of this tax plan phenomenon.

Beneficial owner in Russia

We found out who the beneficial owner is, but when did it become legal? In the space of the Russian Federation, this subject became legally enshrined in legislation only in 2013, and the approach to the term was borrowed from the general legal system. Prior to the introduction of this into the law, the literature used concepts such as affiliated or controlling person, as well as interested parties. With regard to the ability to influence the decision-making of legal entities, they have general description... However, they all contain a number of features, which does not allow us to accurately determine the meaning of the concept.

The concept of the ultimate beneficiary

There is always an ultimate beneficial owner. This is a person of the physical type who owns the beneficiary entity. The right to own a company may belong not only to shareholders and nominee managers, but also to other organizations. The actual owner of the organization is a person who has a stake in different companies, and called the ultimate beneficiary.

Difference between beneficiary and beneficiary

Federal Law No. 115 makes it possible to distinguish between similar phenomena, such as beneficial owner and beneficiary. They have several general characteristics for example, both are able to benefit from the actions of the assets. However, the owner has a total stake in the company of 25% or more, which gives him the right to control and manage, if not complete, then at least allowing him to influence the decision of the organization's activities. Such companies undertake, subject to certain conditions, to provide data that will help in the fight against crime and terrorism, the legalization of illegal capital, etc. This allows them to take measures to prevent financial fraud.

Federation law

The Federal Law of August 7, 2001 (No. 115-FZ), covering the issues of countering the legalization of capital obtained by criminal means and financial terrorism, ruled that the beneficial owner is a person of a physical type capable of interfering, both indirect and direct , control and own legal entities. face in the form of a client. This gives rise to the presence of one distinctive feature between the concepts that we considered above. Namely: the beneficial owner of a legal entity is a subject that does not have a number of rights or obligations in the Russian Federation that are determined by its position.

Registry

The use of influence of an indirect or direct type finds its application in the implementation of any transactions, as well as in the ability to influence their conditions, the course of financial transactions, etc. There is another number of factors by which a person can be classified as a beneficial owner.

May 2014 was the month in which the special authorities developed the possibility of introducing a register including beneficial owners. This was due to the need to determine the ultimate owners in order to strengthen measures to combat financial criminals.

Identification

The identification of the beneficial owner is a necessary measure to better manage the country's funds. It is important to constantly update the data on such subjects. If it is not possible to determine the ultimate beneficiary, then the executive authority in the organization can be appointed as the owner. It follows from this that almost any organizational structure holding bank accounts may be affected by identification. All types of credit institutions are making a lot of efforts with which they expect to find the ultimate owners of the business. Such goals involve finding information from any source.

Data exploitation

Identification of beneficial owners by collecting any practically significant information is necessary to improve the efficiency of legislation in the field of criminal money laundering and other assets. The fight against the activities of terrorist entities is also one of the important points that determine the need for data transfer.

In 2013, the concept of a duty was introduced, providing for the compulsion to transfer information at the request of banks' structures. Further, the bank is forced to provide information about the ultimate owner of personal clients in the possession of Rosfinmonitoring, which has the legal right to impose a fine of up to five hundred thousand rubles for denying access to this type of data.

The beneficial owners of the bank are one of the important issues modern tax law. Since these people, being beneficiaries, may not disclose their identity to the law with a share of more than 25%, it is impossible to bring them to justice by law, since they are hiding. It is extremely difficult to obtain this data.

Very often, a large account is opened by a person who has only the right to sign documents, but in fact he is the owner of the title type. This makes it necessary to take measures to increase control over the activities of the beneficial owner.

The introduction of the concept of the subject in question into the legislation led to the creation of such a document as a questionnaire of the beneficial owner. It is used in banking for the purpose of identifying all owners of a particular business, including the ultimate, probably individuals.

Practice abroad

Practice abroad has not yet created a clear mechanism by which it is possible to eliminate the existing contradictions arising from the ambiguity in the interpretation of the list of legal possibilities and powers, which would make it possible to determine the owner of beneficial ownership.

The definition of the concept of the owner, dividing into two types of entities, namely the actual manager and the founder according to the documents, leads to the loss of boundaries that allow us to determine the importance of responsibility for the company's activities.

It is known from history that the term was first mentioned in 1966 in the protocol, which was signed by representatives of the US and British authorities and was an addition to the Bilateral Treaty concluded in 1945.

Finding information about beneficial owners is one of the main tasks of the tax legislation of any country.

On the territory of the United States, this type of owner does not have a clearly defined definition, but it can be considered the entity that is capable of significantly influencing the activities of the organization in any form, giving orders and managing the voting process, and using shares. This type of person undertakes to disclose personal data in the event that the share of his possession in valuable documents exceeds five percent. However, to which category of owners he attaches himself is chosen individually by the subject himself.

In the territories of the PRC, the term "actual manager" is used, which in the meaning corresponds to the beneficial owner. This is a person who is able to exert actual and practical influence on the activities of the company, but at the same time will not be a shareholder. Control occurs through a series of investment relationships defined by agreements or contracts.

Danish legislation considers, under the description of this term, an entity that is able to dispose of the income received by independent decision... Such a person is not intermediate.

In accordance with the third EU directive, nat. a person who fully controls customers or individuals, while exploiting their ability to independently complete transactions, can be considered the beneficial owner. Another condition necessary for giving a person the status of the ultimate owner should be the availability of more than 25% of the shares.

The FATF defines a person, considered in the article, as a natural person who has the right to control the activities of an organization or company.

Legal options and responsibilities

Beneficiaries have a number of rights that are protected by legislation, but they are also assigned a certain list of obligations.

The beneficiary can protect the rights to own his property by drawing up contractual trust agreements. Failure to comply with the contractual clauses will impose liability on both the beneficiary and the nominee performer.

The final person who owns the assets, in order to ensure the protection of the property, must provide in the terms of the agreement for the possibility of pledging the property of the trustee of the subject of the transaction. Activities that do not meet the expectations of the beneficiary allows him to involve other persons in the business.

When making transactions of this kind, special guarantees may be indicated with a banking basis based on specifically established conditions. An exception may be contracts between beneficiaries and principals or beneficiaries. Only a natural person can be the guarantor.

The main task of the agreement is to enforce the payment of material claims by the principal in favor of the beneficiary on the written instructions of the latter. The lender must always act as the beneficiary of the guarantee. The beneficiary has the right to choose the type of guarantee.

The legal possibilities of creditors when concluding agreements based on a bank guarantee provide for giving them the right to timely repay debts. The basis lies in the availability of timely fulfillment of the conditions for the transfer of goods and assets.

If the beneficiary has a benefit of a material nature, then he can demand the performance of obligations from the guarantors with or without grounds, which depends on the pre-determined conditions of the agreement. However, any claims can be made only before the expiration of the time allotted for the fulfillment of the obligations of the guarantor. The guarantor must notify the principal that certain actions have been taken, and also study the possible justifications put forward by the requirements of the beneficiary.

Summing up

By considering the issue of defining the concept of beneficial owner, studying how it differs from similar terms, determining the importance of data collection, we can now clearly define who the beneficial owner is.

Beneficiary - recipient of profit, this term may have several semantic meanings depending on the field of activity.

If we are talking about an insurance business, then the beneficiary is the recipient of the compensation specified in the insurance policy. If the person specified in the agreement does not live to see the end of its validity period, then another person may become the beneficiary. With regard to property insurance, any owner becomes it if the property is insured in his favor by another person.

In inheritance law, the beneficiary is the heir by the will.

A beneficiary is also a person who receives income from his property, for example, by receiving rent when renting out a property.

The concept of the beneficiary is also applicable to the owners of shares who have transferred them into trust in order to obtain maximum profit. Beneficiaries-holders of shares have the right to transfer ownership, resolve issues about the company's activities, vote at a shareholders' meeting, as well as participate in the selection of the company's management.

If it comes about a trust, then the beneficiary is the person who receives financial benefits from the administration of the estate of the trust.

The term beneficiary is widely used in offshore business. In this case, it is the real owner of the business, who is also called the “ultimate beneficiary”. He is usually different from the nominal owner, which is specified in constituent documents... That is, de facto the beneficiary is the owner of the business with all management rights and receives income from the activities of the company, but de jure the ownership right is assigned to other persons. The presence of nominee management is justified by maintaining confidentiality in relation to the ultimate beneficiary.

Beneficiaries in banking

In banking, the concept of a beneficiary is used in transactions with bank letters of credit, collection, guarantees and certificates.

When issuing a bank letter of credit, the beneficiary is the person in whose name it is opened, the owner of the documentary credit.

As part of a banking collection transaction, the beneficiary is the recipient of the money after the banking operations, which confirm the receipt of the property by the buyer as part of the transaction.

With regard to a bank certificate, the beneficiary is the recipient of funds on it after its expiration. Since the certificates are not named, it is not necessarily the person who opened the bank certificate.

The beneficiary of the bank guarantee is the lender, who must receive the funds under the agreement.

Modern life introduces many foreign words into everyday life. One such term is often used in insurance, law, and banking, although intuitively general meaning its quite understandable. It is about the word “beneficiary”. This concept is often found on the pages of special editions. Let's try to understand its meaning.

Basic definition

Wikipedia and various encyclopedic dictionaries give us such a definition of this concept: the beneficiary is a person who is the final recipient of a certain cash payment. The basis for receiving funds is a debt document or agreement.

Origin of the concept

Presumably the word originates from French... The original word means benefit, monetary gain, profit. In turn, French word has Latin roots - the Latin bene is translated as "benefit". Thus, the beneficiary can be called the beneficiary.

Real estate beneficiaries

This term has other meanings as well. For example, in civil law the beneficiary is the entity that benefits from the rental of real estate, in other words, the rentier. This can also be called people who have transferred the rights to manage their property to third parties. In this case, the ultimate beneficiary is a person who receives income, but does not participate in management. In the case of an economic enterprise, this can be called the owner who transferred the rights to the director or manager, and he himself simply receives income from the activities of the company.

Beneficiaries in insurance

In the insurance business, there is the concept of "ultimate beneficiary". This is the person in whose favor the insurance payment will be made. In case of various surprises and illnesses, the beneficiary is usually a person whose health and property is insured. In case of accidents or sudden death the beneficiary is another person - usually close relatives or friends of the deceased.

Beneficiaries in banking

In some cases, the beneficiary is the depositor of a particular bank. This is how the holders of documentary credits, persons indicated as recipients of bank certificates, or those who receive collection payments are named in the contracts.

Business area

In contracts governing economic activity enterprises, the beneficiaries of a legal entity are those who directly own the enterprise. This is usually a list of individuals who enjoy the rights of owners or owners of the company. The receipt and distribution of net income can be carried out both by the beneficiaries themselves and by intermediaries acting in their interests. At the same time, the legal ownership of the company's assets may belong to a completely different person or even a competing company. This is how paradoxical situations arise in the market when companies owned by one person are leading a tough competition for sales markets.

Sometimes it happens that the beneficiaries are the founder or several founders who actually own the company, but do not manage it. Often, top managers for this job are outsourced and employed in temporary, albeit very well-paid, positions. In this case, the manager of the company assumes all the risks of the development of the enterprise, its success and expansion. In case of success, interim managers receive a large profit, in case of failure, an indelible stain on their professional reputation.

The ultimate beneficiary is a person whose personal data is available only to the financial institution whose services the company uses. Therefore, the true ownership of many business enterprises can be so difficult to prove. In any case, the beneficiary is a natural person. It cannot be any organization or voluntary society.

Owners valuable papers- often the beneficiaries. The right to own other people's assets belongs directly to him. As the owner of the securities, the beneficiary has the right to participate and vote in meetings joint stock company, choose the management of the company. As a holder of securities, he is involved in various areas of his own firm.

Publicity of the beneficiary

In many countries, the names of the real owners of enterprises, companies and large trusts can be found from open registries posted on government websites. So the public controls the owners of continental corporations themselves, preventing them from joining oligarchic alliances. On the other hand, there are many legal tricks that allow you to use income in anonymity. In the so-called offshore countries, special local laws have even been developed that allow owners of large capital to use their money, while remaining unknown.

The identification of the ultimate beneficiaries is one of the key problems in the implementation of the antimonopoly and tax policy of the Russian authorities. The procedure allows you to identify people who are behind large commercial companies and actually manage their activities.

The concept was first used by the legislator in 2013, when amendments were made to 115-FZ "On combating the legalization of proceeds from crime and the financing of terrorism." Previously, similar but unequal categories were used. Since 1991, the antimonopoly legislation has included the concept of “affiliated persons”, since 2006 the phrase “group of persons” has been used. The bankruptcy law uses the category “interested parties” and the Tax Code uses the category “related parties”. These concepts relate as a general and a whole. Each beneficiary is a stakeholder in relation to the company he controls, but not every stakeholder is a beneficiary.

• offshore zones;
• withdrawal of capital from Russia;
• banking services;
• taxation of dividends, interest, royalties
• the use of tax minimization schemes;
• legalization of proceeds from crime.

The ultimate beneficiary of a legal entity is always a person - a citizen of the Russian Federation or a foreigner. According to the Civil Code, the founder of a company can be another company. Such relationships are regulated by Art. 105 of the Civil Code "Subsidiary economical society". If the founder of the parent company is an individual, then it is the ultimate beneficiary of the subsidiary. When the parent company is founded by legal entities, in order to determine the ultimate beneficiary of the subsidiary, the ownership structure of the parent organization, and, if necessary, the ownership structure of its founders, down to individuals, should be traced.

Finding the final owners is complicated by the following circumstances:

• Ownership is often scattered, in one hand there may be 1 share of a JSC or an arbitrarily small share of the authorized capital of an LLC;
• co-founders of the parent company, in turn, can be linked by common founders;
• the final copyright holder can be hidden by registering the last economic entity in the chain of copyright holders in the offshore zone.

Economic definition of "ultimate beneficiary"

In the understanding of 115-FZ, the ultimate beneficiaries are people who, directly or as a result of participation in organizations, actually use the rights of the owner, acting as the real managers of the assets of an economic entity. It is important to take into account that we are talking about actual, and not legal, ownership. Often, the actual beneficiary is not at all among the owners or cannot be traced due to the use of services provided by offshore jurisdictions.

The ultimate beneficiary may be the real owner of the company. V Russian realities behind the official rightholder are often shadow owners who ensure their influence with the help of administrative pressure and the power resources of organized crime.

At the moment, the controlling structures are only collecting information, but other plans are also announced by the government. Today the legal personality of the ultimate beneficiary has not been determined. The beneficiary is not responsible for the day-to-day activities of the company and is not responsible for its debts.

• Forms authorized capital controlled organization;
• Resolves questions about changing the profile of activity;
• Secretly appoints her leadership.

The final beneficiary who receives income from the company's activities can act as the manager of funds on the current account. In this case, the identity of the ultimate beneficiaries is forced to be disclosed to the financial institution. According to the rules of 115-FZ, the servicing bank is obliged to identify the ultimate beneficiary of the client - the organization. The bank requires information about individuals controlling 25% of the company's capital and more. If the owners of the LLC in equal shares of 10% are 10 people, then none of them is recognized as the beneficiary.

The domestic legislator has established the following: if it was not possible to establish the ultimate owner, it is recognized as the sole executive body of the client. This is contrary to international practice. Commercial banks of the FATF member countries refuse to open and maintain accounts for clients whose ultimate owner has not been established. Thus, in the domestic legal system the ultimate beneficiaries are a complex economic and legal category under development.