1. The Misuse of Corporate
Vehicles Project
The role of registries in finding the elusive
beneficial owner
Corporate Registers Forum 2011
10 May 2011

2. The issue: Beneficial Ownership
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 Who is the beneficial owner (BO)?
 Natural person who ultimately owns or controls a corporate vehicle
(CV) or legal entity, e.g. company, foundation, trust
 What’s the problem?
 Obstacle to investigators: Establishing true ownership/ control of
proceeds of corruption moved through/ concealed by legal entities
 The Misuse of Corporate Vehicles Project
 How legal entities are used to conceal the interest of a corrupt official
in the proceeds of corruption
 Database of 150 Grand Corruption Cases
 Registry Project in 40 Jurisdictions
 Identify solutions - role registries and service providers could play in
gathering information on beneficial owners

3. The Registry Project
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 Project
 Assessing registries’ role in providing information on legal
entities and collecting beneficial ownership
 To do this, answer 4 questions
- What information is collected?
- Is that information verified for accuracy?
- Is that information updated?
- Is that information accessible in a timely manner?
 Method
 40 countries: legislative assessment as database
 Country report on findings sent to registries
 Brief questionnaire on day-to-day practices and challenges

4. Key Findings
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5. General Findings
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 Registries do not have AML objective
 Starting point for law enforcement; cross checking tool for
banks- easiest to access
 Most registries are passive in nature
 Amount of information varies
 Do not cover unincorporated entities such as trusts
 Only Jersey requires the BO to be identified and recorded
by a government body
 Almost all registries record relevant information on
entities, enhancing the utility of the registry in
possibly providing leads to the beneficial owner.

6. What information is collected?
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7. Is information verified for accuracy and
updated?
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8. Is information verified for accuracy and
updated?
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 Capacity and resources
 Beneficial ownership in the registry = significant change in
approach and funding to ensure accuracy, enforcement of
compliance, and correct identification of the beneficial owner
 Financial constraints are already of major concern to most

9. The Jersey model: Conditions under which registry
can be an option for collecting beneficial ownership
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 Condition 1: The registry verifies information in some way
 Condition 2: The registry enforces compliance with
registration and updating requirements when information
changes
 Condition 3: The registry is knowledgeable on the concept
of beneficial ownership and how to identify BO in a
complex corporate structure; otherwise implement a
simplified definition of beneficial owner (focusing on
percentage shareholding or largest controlling interest)

10. 10
Is information accessible
in a timely manner?
•Preference for
using online
registry
databases
•Possible to have
search criteria for
each type of
information the
registry collects

11. Is information accessible in a
timely manner?
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 Access can and is being improved
 improve efficiency in receiving and retrieving information
 facilitate timely disclosure
 allow for instantaneous incorporations
 Critical to role of registry in AML efforts
 Overall promotion of timelier access through
innovative features
 UK: disqualified directors search
 Hong Kong: directors index
 Singapore: information sharing & financial reporting

12. Lessons from Findings
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 Providing information
 Not beneficial ownership, but other useful leads
 Balance between integrity and cost
 Online registries with multiple search criteria critical to role in
AML efforts
 Collecting beneficial ownership
 Change in approach and funding
 Would need to verify information in some way
 Enforces compliance with updating requirements
 Knowledgeable on the concept of beneficial ownership and
how to identify that person

13. Principal Recommendations
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14. Registry Recommendation 1:
Certain basic information should be maintained
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 Entity name • History of document filings
 Incorporation / formation / • Required annual returns
registration date • PDF copies of filings and
 Entity type documents associated with the
 Entity status company (where feasible)
 Address of the principal place
of business
 Address of the registered office
and / or the name and address
of the registered agent
 Information on directors or
managers and officers

15. Registry Recommendation 2:
Where feasible, encourage transition of registry from passive data
receptors to more active components of countries’ AML regimes
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 More resources
 implementation of a robust on-going fact-checking
component
 investigators would have access to higher quality data from
the outset, as they currently often have to rely on outdated
information

16. Registry Recommendation 3:
Technological investments should be made in registry systems
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 Registry as an AML tool is directly tied to the extent to
which is it planned and upgraded for that purpose
o computerized > paper-based
o online capable > closed network
 Desirable from both a business-friendliness and an AML
perspective

17. Registry Recommendation 4:
The ability to search a registry is most useful for AML purposes
when certain universal inquiries are easily accomplished
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 by natural persons by first name or last name (which
results in their related addresses, files, company positions
(e.g. director), and details of those companies)
 by company secretary, registered office and/or agent
 by shareholders
 by addresses
 by business activity
 by country of registration
 by date of registration
 by date of incorporation

18. Registry Recommendation 5:
Countries should assign unique identifiers to legal entities
incorporated within their jurisdiction
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 Collection of evidence within the jurisdiction from different
domestic agencies (e.g. tax, licensing, municipal
authorities)
 Relevant to operational entities
 May be further applicable to all CVs with presence in the
jurisdiction (including foreign corporate vehicles that may
only have an operational connection or be administered
from there)

19. Contact Information
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Task Team Leader of The StAR Misuse of
Corporate Vehicles Project:
Emile van der Does de Willebois
Tel: +1.202.458.8679
Fax: +1.202.522.2433
Email: evanderdoes@worldbank.org