Register of Beneficiary Owners

On 27.01.2021, the Central Registry put into use the Register of Beneficiary Owners and from this day the deadline of 90 days for reporting the data for the beneficiary owners in the Register started. It is the obligation of all companies to register the beneficiary owners, through persons authorized to submit applications to the Central Registry.

According to the Law on Prevention of Money Laundering and Financing of Terrorism, Beneficiary Owner” is any natural person (persons) who is the ultimate owner of the client or controls the client and / or natural person (persons) in whose name and on whose behalf the transaction is performed . The term includes a natural person (persons) who exercises final and effective control over a legal entity or foreign legal arrangement;

Namely, in accordance with the Law on Money Laundering and Financing of Terrorism, there is a mandatory obligation to identify the beneficiary owner. This can first be done on the basis of data and information from reliable and independent sources, in order to be able to determine with certainty who the beneficiary owner is.

“Register of beneficiary owners” is an information system that enables the receipt, recording, processing, storage and exchange of data and / or documents for beneficiary owners in electronic form;

From the very term in the Law, it can be concluded that beneficiary owner does not mean only the person who has a share in the company and who is registered in the current situation as a founder / partner, but it is necessary to determine the real ultimate and beneficiary owner of a entity (one legal entity).

The Law on Prevention of Money Laundering and Financing of Terrorism envisages several provisions that regulate this topic, ie the manner, conditions and procedure for determining the real owner and its registration in the register.

The beneficiary owner of a legal entity is:

1. Natural person (persons) who is the owner of the legal entity or controls the legal entity through direct ownership of a sufficient percentage of shares, stocks, including shares of the bearer or voting right or other rights in the legal entity;

2. A natural person (persons) who controls a legal entity through indirect ownership of a sufficient percentage of shares, stocks, including bearer shares or voting rights or other rights in a legal entity, or

3. Natural person (persons) who in another way exercises control over the legal entity.

An indicator of direct ownership is the ownership of over 25% of the shares, voting rights or other rights in the legal entity, ie the ownership of 25% plus one share.

Indicator of indirect ownership is the ownership or control of a natural person (persons) over one or more legal entities that individually or together have over 25% of the shares or 25% plus one share.

The beneficiary owner of domestic and foreign associations and their unions, foundations, institutions, chambers, trade unions, political parties, cooperatives, religious communities or other organizations in which participation in the management on the basis of ownership share in the capital can not be determined, is considered any natural person authorized to represent them or a natural person holding a control position in the management of the organization’s property.

The beneficiary owner of a sole proprietor or sole proprietor is a natural person registered to perform the activity and at the same time is the only authorized representative.

The beneficiary owner of a budget user is the manager of the budget user.

The beneficiary owner of a state-owned legal entity is the person who manages or manages the governing body of the state-owned legal entity.

The beneficiary owner of a legal entity that is in the process of bankruptcy or liquidation is the Bankruptcy Trustee, ie the liquidator until the end of the bankruptcy procedure, ie liquidation.

A „Rulebook on the manner of entering, reporting, correcting and deleting the data from the register of real owners, the manner of use, the manner of expressing the amount of the share (ownership determination indicator), the manner of maintenance and administration, the technical requirements(needs) for establishing the register of real owners” in the Official Gazette of the Republic of Macedonia. No. 186/2018 of 08.10.2018 based on the Law on Prevention of Money Laundering and Financing of Terrorism.

In the Official Gazette of the Republic of Macedonia No. 19/2022 dated 27.01.2022, the adopted Rulebook on amending and supplementing the Rulebook on the manner of entering, reporting, correcting and deleting the data from the register of beneficiary owners, the manner of use, the manner of expressing the amount of the share (ownership determination indicator), manner of maintenance and administration, technical requirements (needs) for establishing the register of beneficiary owners, in which Articles 2,3,4,5 and 7 are changed.

From the above-mentioned Rulebook, the most important changes are that the entry, reporting, correction and deletion of data on the beneficiary owner of the legal entity in the register of beneficiary owners, is done through an encrypted Internet connection, using web-based electronic systems available through the web portal of the Central Register.

The selection of available indicators for the applicant is shortened and simplified, as follows: direct ownership, indirect ownership and a natural person who otherwise exercises control over the legal entity. Also, a date of validity of the ownership indicator is added, as well as a new paragraph that when selecting the ownership indicator, the property in which the beneficiary owner is registered through a selection of given options from the system is also stated.

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