Beneficial Owner (UBO): Complete Guide for Accountants and Lawyers
Identifying the Ultimate Beneficial Owner (UBO) is one of the most critical — and often most difficult — steps in due diligence. What exactly does the law require and how do you document the process?
What is the Ultimate Beneficial Owner (UBO)?
The Ultimate Beneficial Owner (UBO) is the natural person who ultimately controls or owns a business, or on whose behalf a transaction is being conducted. The concept was introduced into Greek law through L.4557/2018 (implementing AMLD4) and expanded by L.4734/2020 (AMLD5). The goal is to prevent the use of legal entities and complex corporate structures to conceal the true identity of the beneficiary. A critical point: in many cases the legal representative of a company is not the UBO. The accountant or lawyer must investigate who is "behind" the legal structure.
Who Is Considered a UBO under L.4557/2018?
Under Article 3(6) L.4557/2018, a UBO is the natural person who: • Directly or indirectly owns or controls more than 25% of shares or voting rights, or • Exercises control by other means (e.g. right of veto, trust arrangement), or • Is the actual recipient of the benefits from the activity. For trusts and legal arrangements: the settlor, trustees and beneficiaries are all considered UBOs. Where no natural person with >25% is identified, the senior managing official is treated as the UBO.
The Beneficial Owners Registry (GEMI)
Since 2021, Greek companies are required to register their UBOs in the Central Beneficial Owners Registry (GEMI), as provided by Articles 20–23 L.4734/2020. As a professional, you can use the Registry for verification — but it is not sufficient on its own. The law requires you to carry out an "independent assessment" and document that the Registry is consistent with the information you hold. A practical note: many companies have not updated the Registry on time. An incomplete registration is a red flag that must be documented in your file.
How to Identify the UBO in Complex Corporate Structures
When your client is a company with a multi-layered structure (holding → subsidiary → operating company), finding the UBO requires a systematic approach: Step 1: Request an ownership structure chart Step 2: Follow every shareholder with >25% at all levels Step 3: Check whether there are nominee shareholders concealing the real owner Step 4: Cross-reference with the GEMI Registry and external sources (LinkedIn, tax authority, commercial registries) Step 5: Document the process and your conclusions If you cannot identify a UBO despite reasonable efforts: this constitutes high risk and may justify refusing the engagement.
Documenting UBO in the CDD File
For your file to be audit-ready, it must include: ☐ UBO identification: full name, tax number or ID, address ☐ Ownership structure document (chart or declaration of ownership) ☐ Verification via GEMI Registry (screenshot + date) ☐ Independent assessment documentation: why you believe the declared UBO is correct ☐ If the UBO is a PEP or from a high-risk country: flag for Enhanced Due Diligence (EDD) The UBO file must be retained for 5 years after the end of the business relationship.