Behind almost every shell company sits a human being who benefits from it. Finding that person is the hard part. A beneficial owner can be buried under holding companies, nominee directors, trusts and cross-border layers that each look legitimate in isolation. This guide walks through how to read a corporate structure, trace ownership across borders, and work with registers that have become harder to access since 2022.
What a UBO actually is
A ultimate beneficial owner (UBO) is the natural person who ultimately owns or controls a legal entity. Under EU rules the working threshold is ownership or control of more than 25% of shares or voting rights, either directly or indirectly through a chain of entities. Ownership is only one route: control can also come through shareholder agreements, veto rights, the power to appoint management, or informal arrangements that never appear on a share register.
Two traps are worth naming early:
- The 25% line is a starting point, not a finish line. Someone holding 24% across two vehicles, or exercising control by contract, is still a beneficial owner. Reduce every layer to the natural persons behind it rather than stopping at the first number below the threshold.
- When no one qualifies, the senior managing official is recorded instead. That is a fallback for genuinely diffuse ownership, not a substitute for looking harder. A structure that conveniently produces no UBO deserves more scrutiny, not less.
Why layered structures hide control
Layering is rarely a single trick. It is the combination of several ordinary tools:
- Holding chains: Company A owns B owns C, so the operating entity's public filings only ever name another company.
- Nominee shareholders and directors: a professional or a related party holds the shares on paper for someone else.
- Trusts and foundations: ownership is legally separated from benefit, so the settlor, trustee and beneficiaries must all be mapped.
- Cross-border splits: each link sits in a different jurisdiction, so no single register shows the whole picture.
- Bearer instruments and circular ownership: entities that own each other, or shares that move with physical certificates, break the audit trail.
None of these is illegal on its own. The risk signal is the pattern: complexity that has no commercial logic, jurisdictions with no operational footprint, and rapid changes in ownership just before a transaction.
Tracing across borders
A practical trace usually runs in this order:
- Anchor the target. Confirm the exact legal name, national identifier and registered address. Similar names across countries are a common source of error.
- Pull the local registry filing. Commercial registers, national gazettes and annual accounts give the first ownership layer and the directors.
- Expand each corporate shareholder by repeating step 2 in its home jurisdiction. Keep going until every branch ends in a natural person, a listed company, a state body, or a genuine dead end.
- Layer in open sources. Litigation records, property and land registries, procurement databases, leaks and investigative datasets, and press coverage often reveal control that filings hide.
- Reconcile control against ownership. Cross-check who signs, who guarantees debt, and who appears in unrelated matters. Contractual control frequently contradicts the shareholding chart.
Document your reasoning at each hop. A UBO conclusion that cannot be reconstructed by a reviewer is not much use in an audit or a suspicious activity report.
The register landscape after the CJEU ruling
Access to official registers changed sharply in late 2022. In joined cases C-37/20 and C-601/20 (22 November 2022), the Court of Justice of the EU invalidated the provision of the Fifth Anti-Money Laundering Directive that gave any member of the general public access to beneficial ownership data, finding it a disproportionate interference with the rights to privacy and data protection. Several national registers closed to the public within days.
The new AML package restores a more calibrated model. Under Directive (EU) 2024/1640 (often called AMLD6) and Regulation (EU) 2024/1624 (the AMLR), access is built around legitimate interest. Obliged entities and competent authorities keep broad access, and specific categories, including journalists, civil society and academia working on anti-money laundering, counterparties to a transaction, and certain third-country actors, are treated as having a presumed legitimate interest, with others assessed case by case. Member States were required to notify the Commission of their access lists by 10 July 2026.
For practitioners this means two things: budget for register access that is scoped and logged rather than open, and expect real variation between countries during the transition. Open-source and commercial data now carry more of the weight than they did before 2022.
Where Seqlense fits
Untangling ownership is an evidence exercise, and evidence has to be current. Seqlense's Investigation and OSINT services support cross-border UBO tracing and structure mapping, while Monitoring extends the same logic on-chain, scoring and watching the wallet addresses that a mapped entity controls. To stay ahead of the shifting access rules themselves, Doc tracks anti-money laundering and beneficial ownership guidance across roughly 85 European regulators; a filter such as doctype:guidance on the relevant supervisor keeps the transposition timeline in view as Member States finalise their register regimes.