Methodological Guideline No. 3 of the Financial Analytical Office (FAU), dated 25 April 2025, represents an update to the previous guideline dated 1 June 2021, concerning the identification of ultimate beneficial owners of legal entities by legally obliged entities. This new interpretive guideline responds to further legislative changes, in particular the amendment to Act No. 37/2021 Coll., on the Register of Beneficial Owners, effective from 1 October 2022, which simplified the definition of a beneficial owner and expanded the range of entities required to register their beneficial owners.
Key points of the new guideline include:
- Simplified definition of Beneficial Owner: The new guideline replaces the previous two-level definition with a single, unified definition based on ownership or control criteria, thereby facilitating compliance with the requirement to identify the beneficial owner. A beneficial owner is now always understood to be a natural person who directly or indirectly or owns or controls a legal entity under assessment. The interpretive rules thus combine both ownership and control elements – any person holding more than a 25% share in a company or voting rights, or otherwise exercising decisive influence over the entity, is deemed a beneficial owner. If a beneficial owner cannot be identified in this manner, a presumption is established whereby members of the statutory body are deemed the beneficial owners. This provides greater legal certainty for obliged entities tasked with conducting such identification.
- Emphasis on verifiable information sources: The published guideline places greater emphasis on the use of reliable and verifiable sources of information for identifying beneficial owners, thereby increasing the transparency and credibility of the process.
- Liability and Sanctions: The new guideline also clarifies procedures in the event of discrepancies in the beneficial ownership register, including the obligation to notify competent authorities and take corrective action.
The changes simplify the identification of beneficial owners in complex structures, such as investment funds in the legal form of joint-stock companies with variable capital (SICAV), which may involve multiple layers of ownership and control. In such cases, beneficial ownership is not determined based on holders of investment shares unless the articles of association confer voting rights similar to those of founder shares.
Obliged entities can expect that the new procedures and rules will make beneficial ownership identification faster and more efficient, as complex analyses of ownership and control structures will no longer be required for each client. The more precise definition reduces the scope for subjective interpretation. Furthermore, the introduced approach may reduce the number of cases in which the beneficial owner remains "unidentified."
These changes reflect the current legal framework and practical developments in the area of beneficial ownership identification. Obliged entities should update their procedures and internal regulations accordingly.