Beneficial Ownership & Transparency Act, 2025

(1) This Act may be cited as the Beneficial Ownership & Transparency Act, 2025.

(2) This Act shall come into operation on such date as may be appointed by Order of the Minister responsible for finance and financial services (“the Minister”) and published in the Official Gazette.

In this Act, unless the context otherwise requires—

1. “Authority” means the Neves Financial Services Authority (NFSA) established under the applicable sovereign Act;
2. “beneficial owner” means the natural person or persons who ultimately own or control a legal person or legal arrangement, and includes—
   1. a person who ultimately owns or controls, directly or indirectly, a sufficient percentage of the shares, voting rights or ownership interest in a legal person, including through bearer shareholdings;
   2. a person who exercises control through other means, including the right to appoint or remove a majority of the board, or to exercise significant influence over decision-making; or
   3. where no person is identified under paragraphs (a) or (b), the natural person or persons who hold the position of senior managing official.
3. “Central Register” means the Central Register of Beneficial Ownership established under this Act;
4. “company” means a body corporate incorporated, continued or registered under the laws of Neves, whether as a limited liability company, foundation, partnership with legal personality or other prescribed form;
5. “designated non-financial business or profession” or “DNFBP” has the meaning assigned in the AML / CFT & Financial Crime Prevention Act, 2025 and includes any person specified under that Act or under Rules made pursuant to this Act;
6. “legal arrangement” includes a trust, partnership, foundation or similar structure, whether or not it has separate legal personality, as may be provided for under this Act;
7. “Minister” means the Minister responsible for finance and financial services;
8. “Registered Agent” means a person licensed or approved as a registered agent or corporate service provider under the sovereign Act governing registered agents and corporate service providers;
9. “relevant entity” means a legal person or legal arrangement which—
   1. is incorporated, established or registered in Neves; or
   2. conducts relevant activity in or from Neves and is required under any enactment to maintain beneficial ownership information.
10. “significant percentage” means not less than twenty-five per cent (25%) or such other threshold as may be set by Rules made under this Act, having regard to international standards.
11. Words and expressions used but not defined in this Act and defined in the AML / CFT & Financial Crime Prevention Act, 2025 shall bear the same meaning as in that Act.

(1) This Act shall be read together with and in addition to the AML / CFT & Financial Crime Prevention Act, 2025 and the Neves Licensing Authority Establishment Act, 2025.

(2) Where there is any inconsistency between this Act and any other enactment, this Act shall prevail to the extent of the inconsistency, unless expressly provided otherwise.

The objectives of this Act are to—

1. ensure that competent bodies can rapidly access accurate and up-to-date beneficial ownership information on relevant entities;
2. prevent the misuse of legal persons and legal arrangements for the purposes of money laundering, terrorist financing, proliferation financing and other illicit activity;
3. enhance transparency and integrity of the financial system and corporate sector in Neves;
4. support effective oversight, supervision, enforcement and international cooperation; and
5. promote confidence in Neves as a well-governed and transparent jurisdiction.

(1) This Act applies to all relevant entities and to Registered Agents, corporate service providers, financial institutions and DNFBPs to the extent set out herein.

(2) The Minister may, on the recommendation of the Authority, by Order published in the Official Gazette—

1. extend or limit the classes of entities to which this Act applies; or
2. exempt a specified category of entity where the risks of misuse are demonstrably low and other transparency mechanisms exist.

(1) This Act shall not apply to—

1. public bodies and statutory entities wholly owned by the Government of Neves;
2. issuers whose securities are admitted to trading on a stock exchange subject to ownership disclosure requirements consistent with international standards; or
3. such other entities as may be identified in Rules made under this Act, subject to documented risk assessment.

(2) Exempt entities shall remain subject to any record-keeping and disclosure obligations imposed by other applicable enactments.

(1) Every relevant entity shall identify its beneficial owner or beneficial owners and shall obtain and verify, at a minimum, the following particulars in respect of each beneficial owner—

1. full name;
2. date of birth;
3. nationality or nationalities;
4. residential address and, where different, service address;
5. a unique identification number (such as a passport or national identity number), its issuing jurisdiction and expiry date;
6. the nature and extent of the beneficial interest held or control exercised; and
7. the date on which the person became and, where applicable, ceased to be a beneficial owner.

(2) The entity shall take reasonable measures to verify the identity of each beneficial owner using reliable and independent sources.

(1) Every relevant entity shall keep its beneficial ownership information accurate and up-to-date.

(2) Where the entity becomes aware of a change in its beneficial ownership, whether by transfer, reorganisation, trust arrangement or otherwise, it shall—

1. update its internal records as soon as practicable and in any event within 14 days; and
2. file the updated information with the Central Register in accordance with this Act.

(1) Where, after taking all reasonable measures, a relevant entity is not able to identify any natural person as beneficial owner in accordance with section 2, it shall—

1. record the steps taken and the reasons why no beneficial owner could be identified; and
2. treat the senior managing official or officials as the beneficial owner for the purposes of this Act.

(2) The designation of a senior managing official under subsection (1)(b) does not relieve the entity of its duty to continue to take reasonable steps to identify the actual beneficial owner or owners.

(1) Every relevant entity shall—

1. maintain an internal register of its beneficial owners in the prescribed form;
2. ensure that such information is accurate, complete and current;
3. retain records and supporting documents evidencing the identity and verification of each beneficial owner for not less than 5 years from the date the person ceases to be a beneficial owner; and
4. cooperate fully and without delay with any request from the Authority, the Registrar of Companies, law enforcement or any competent body for access to beneficial ownership information.

(1) Where a relevant entity is required under any enactment to appoint a Registered Agent or corporate service provider, that person shall—

1. take reasonable steps to obtain and verify beneficial ownership information at onboarding and on an ongoing basis;
2. maintain a copy of such information and supporting documentation in Neves;
3. ensure that filings with the Central Register are made within the time limits set out in this Act; and
4. report to the Authority any material discrepancy identified between beneficial ownership information in its possession and that held in the Central Register.

(2) Failure by a Registered Agent to comply with this section shall constitute a breach of this Act and of any applicable licensing conditions and may result in administrative measures or other consequences provided for under the relevant licensing Act.

(1) Financial institutions and DNFBPs, when establishing or maintaining a business relationship with a relevant entity, shall—

1. conduct customer due diligence in accordance with the AML / CFT & Financial Crime Prevention Act, 2025; and
2. take reasonable measures to obtain beneficial ownership information and, where available, cross-check such information against the Central Register.

(2) Any material discrepancies identified shall be reported to the Authority in the manner specified by the Authority.

(1) There is hereby established a register to be known as the Central Register of Beneficial Ownership.

(2) The Central Register shall be maintained—

1. for companies and other incorporated entities, by the Registrar of Companies under the oversight of the Authority; and
2. for other prescribed legal arrangements, by such body as may be designated by the Minister.

(1) The Central Register shall contain, in respect of each relevant entity—

1. the legal name, registration number and registered office;
2. the legal form and status of the entity;
3. details of each beneficial owner as specified in section 7(1); and
4. such other particulars as may be provided for under this Act or any Rules made under it.

(2) The Register may be kept in electronic or such other form as the Registrar considers appropriate, provided that it is secure, reliable and capable of timely search and retrieval.

(1) Every relevant entity shall file its initial beneficial ownership information with the Central Register—

1. in the case of entities incorporated after the commencement of this Act, within 14 days of incorporation; and
2. in the case of entities existing on the date of commencement, within the transitional period specified under section 23.

(2) Any subsequent change to beneficial ownership shall be filed within 14 days of the entity becoming aware of the change.

(1) The Authority, the Registrar of Companies, law enforcement agencies and any other competent body designated for this purpose shall have timely, direct and unrestricted access to beneficial ownership information contained in the Central Register.

(2) Access under subsection (1) may be provided through secure electronic means, subject to appropriate safeguards determined by the Authority and the Registrar.

(1) The Minister may, after consultation with the Authority and having regard to data protection and security considerations, issue Rules providing for limited public access to specified fields of beneficial ownership information.

(2) Rules under this section may address—

1. the categories of persons who may request information;
2. the information which may be disclosed;
3. the form and manner of requests; and
4. any applicable fees and safeguards.

(1) Persons who have access to beneficial ownership information in the performance of their functions under this Act shall treat such information as confidential and shall use it only for lawful purposes.

(2) Unauthorised disclosure or misuse of beneficial ownership information shall constitute an offence, punishable on conviction by a fine or imprisonment or both, as may be provided for under this Act or any Rules made under it.

(1) Subject to applicable data protection and confidentiality requirements, the Authority and other competent bodies may, on request, provide beneficial ownership information to foreign counterparts for the purpose of—

1. AML / CFT and financial crime investigations;
2. prudential or conduct supervision; or
3. other legitimate supervisory or law enforcement purposes.

(2) Requests and responses may be transmitted through such secure channels as the Authority considers appropriate, including supervisory colleges or memoranda of understanding.

(1) The Authority and the Registrar of Companies shall oversee compliance with this Act and may—

1. conduct onsite and offsite inspections;
2. require the production of records, documents and information;
3. issue directions or remedial action plans; and
4. take such other supervisory measures as may be necessary to secure compliance.

(1) Where the Authority or Registrar is satisfied that a relevant entity, Registered Agent or other person has failed to comply with this Act, it may impose one or more of the following administrative sanctions—

1. a written warning;
2. an order to remedy the breach within a specified period;
3. an administrative penalty not exceeding the maximum amount per breach or per day of continuing breach set out in Rules made under this Act;
4. restriction or suspension of specified activities; or
5. revocation or non-renewal of a license or registration, in coordination with the relevant licensing authority.

(2) Administrative sanctions shall be applied in a proportionate, dissuasive and risk-based manner and may be published where appropriate.

(1) A person commits an offence if that person—

1. knowingly provides false or misleading beneficial ownership information;
2. fails, without reasonable excuse, to maintain or file beneficial ownership information as required under this Act; or
3. obstructs or hinders the Authority, the Registrar or any authorised officer in the exercise of their functions under this Act.

(2) An offence under this section shall, on conviction, be punishable by a fine, imprisonment, or both, in the amounts and terms set out in Rules made under this Act or in any general criminal statute of Neves.

(1) Entities existing on the commencement date of this Act shall, within the transitional period specified in Rules made under this Act, identify their beneficial owners and file the required information with the Central Register.

(2) The Authority may prioritise higher-risk sectors or entities for earlier compliance during the transitional period.

(1) The Minister may, on the recommendation of the Authority, make Rules or Orders for the better carrying out of the purposes of this Act, including but not limited to—

1. setting thresholds and criteria for identifying beneficial owners;
2. specifying forms, filing procedures and fees;
3. setting exemptions and conditions under section 6;
4. providing for electronic systems, authentication and security measures; and
5. setting administrative penalties and offence parameters for the purposes of this Act.

Nothing in this Act shall limit any powers or obligations arising under the AML / CFT & Financial Crime Prevention Act, 2025 or any other enactment relating to disclosure of information or cooperation with competent bodies.

This Act shall bind the State.