Art. 52 Beneficial ownership through ownership interest | Anti-money laundering regulation (AMLR) | AML

This article builds directly on Article 51, which establishes the concept of beneficial ownership through ownership interest.

Article 52 defines what "ownership interest" actually means in practice: a threshold of 25% or more of shares, voting rights, or other ownership interests in a corporate entity.

It sets out how indirect ownership is calculated across chains of intermediate entities, and clarifies that all shareholding levels must be considered.

The article also creates a mechanism for the 25% threshold to be lowered for certain higher-risk categories of corporate entities, with Member States feeding risk intelligence to the Commission, which can then act via delegated acts.

For legal entities where ownership cannot be calculated at all due to their form or structure, the article redirects to a control-based approach under Article 53.

Important points:

The standard threshold for beneficial ownership through ownership interest is 25% or more of shares, voting rights, or other ownership interests, calculated across all levels including indirect holdings through intermediate entities.
Member States are required to inform the Commission of corporate entity categories they identify as higher risk, and the Commission may lower the ownership threshold for those categories to as low as 15%.
For legal entities where ownership calculation is not appropriate or possible, beneficial owners are identified through control via other means, as defined in Article 53.

1. For the purpose of Article 51, first paragraph, point (a), ‘an ownership interest in the corporate entity’ shall mean direct or indirect ownership of 25 % or more of the shares or voting rights or other ownership interest in the corporate entity, including rights to a share of profits, other internal resources or liquidation balance. The indirect ownership shall be calculated by multiplying the shares or voting rights or other ownership interests held by the intermediate entities in the chain of entities in which the beneficial owner holds shares or voting rights and by adding together the results from those various chains, unless Article 54 applies.
2. For the purposes of assessing whether an ownership interest exists in the corporate entity, all shareholdings on every level of ownership shall be taken into account.
1. Where Member States identify pursuant to Article 8(4), point (c), of Directive (EU) 2024/1640 categories of corporate entities that are exposed to higher money laundering and terrorist financing risks, including based on the sectors in which they operate, they shall inform the Commission thereof. By 10 July 2029, the Commission shall assess whether the risks associated with those categories of legal entities are relevant for the internal market and, where it concludes that a lower threshold is appropriate to mitigate those risks, adopt delegated acts in accordance with Article 85 to amend this Regulation by identifying:
  1. the categories of corporate entities that are associated with higher money laundering and terrorist financing risks and for which a lower threshold shall apply;
  2. the related thresholds.
2. The lower threshold referred to in the first subparagraph shall be set at a maximum of 15 % of ownership interest in the corporate entity, unless the Commission concludes, on the basis of risk, that a higher threshold would be more proportionate, which shall in any case be set at less than 25 %.
1. The Commission shall review the delegated act referred to in paragraph 2 on a regular basis to ensure that it identifies the relevant categories of corporate entities that are associated with higher risks, and that the related thresholds are commensurate with those risks.
1. In the case of legal entities other than corporate entities, for which, having regard to their form and structure, it is not appropriate or possible to calculate ownership, the beneficial owners shall be the natural persons who control via other means, directly or indirectly, the legal entity, pursuant to Article 53(3) and (4), except where Article 57 applies.