How to determine the beneficial owner?
Test 1 Test 1: The Ownership TestThe ownership test is to identify the individual who ultimately own the ADGM Entity. Ultimate owners are considered to be a registrable beneficial owner and their information and identification documents must be provided to the Registration Authority at the time of application and must be kept up-to-date throughout the lifecycle of ADGM Person.To help you identify the registrable beneficial owners, please refer to the illustration below. Registrable beneficial owners are identified through grey boxes.
Direct OwnershipIn this example, Individual 1 owns 100% of the ADGM Entity. He is the beneficial owner.
In this example, Individual 1 and Individual 2 are direct owners of ADGM Entity. Both individual are the beneficial owners.
Indirect OwnershipIn this example, Individual 1 is the indirect owner and beneficial owner of the ADGM Entity.In this example, Individual 1 and Individual 2 are indirect owners and beneficial owners of the ADGM Entity.
Multiple Indirect OwnershipIn this example, there are multiple levels of indirect ownership. The two beneficial owners are clearly marked in grey boxes. In this case, Individual 4 has a 32.75% interest in ADGM Entity (50% x 65.5% = 32.75%) and Individual 1 has 50%.Calculating shareholdings: a reference in this Guidance Note to holding shares in an ADGM Person or other legal entity is to holding a right to share in the capital or, as the case may be, profits of that person or other entity, and a reference to holding “more than 25% of the shares” in that ADGM Person or other legal entity is to holding a right or rights to share in more than 25% of the capital or, as the case may be, profits of that person or other entity.If no registrable person can be identified under Test 1, Test 2 also needs to be considered.
Test 2: The Control TestThis test requires the identification of individual or corporate that ultimately controls the ADGM Entity by means other than ownership. For example, by a person, that holds more than 25% of the voting rights of ADGM Entity but the exercise of such voting rights is controlled by another. This latter person is a beneficial owner in respect of the ADGM Entity.It is important to note that if, in relation to ADGM Entity, there are individual who satisfy Test 2 in addition to individual / corporate beneficial owners that satisfy Test 1, then all are registrable in respect of that ADGM Entity.
Test 3: The Management TestThis test only applies if no registrable owners have been identified under Test 1 or Test 2 and stipulates that all natural persons who hold the position of a senior managing official of the ADGM Entity will be registrable as a beneficial owner.