Article 12 Understanding the ownership and control structure of the customer in the case of complex corporate structures

This is a draft act

This text has been parsed from the AMLA consultation paper draft as published on 9 February 2026. While we run a suite of validations, the automated parsing can result in errors. Also, before it is finally adopted by the Commission, its wording, numbering and references may change, and entire articles might be removed or added.

Summary What does Article 12 of the RTS on customer due diligence say?

This article directly builds upon Article 11, which sets out the general requirements for understanding a customer's ownership and control structure.

Article 12 goes a step further by defining what constitutes a "complex corporate structure" and triggering additional obligations when that threshold is met.

The definition hinges on a two-part test: there must be three or more layers between the customer and the beneficial owner, and at least two additional aggravating characteristics must be present, such as offshore registrations, nominee arrangements, or a structure that obscures ownership without legitimate justification.

Where a structure qualifies as complex, obliged entities must go beyond the standard measures in Article 11 and gather supplementary information to ensure accuracy.

Important points:

Treat an ownership and control structure as complex where three or more layers exist between the customer and the beneficial owner, combined with more than one of the listed aggravating conditions.
Where a complex corporate structure is identified, obtain additional information — for example, an organigram — to complement the measures already taken under Article 11.
Take risk-sensitive measures to satisfy yourselves that the information obtained on the structure is accurate.

Springlex's summary of the article, a reading aid, not a substitute for the legal text.

1. To understand the ownership and control structure of the customer in accordance with Article 20(1), point (b), of Regulation (EU) 2024/1624, obliged entities shall treat an ownership and control structure as a complex corporate structure where there are three or more layers between the customer and the beneficial owner and, in addition, more than one of the following conditions is met:
  1. there is a legal arrangement or a similar legal entity such as a foundation in any of the layers;
  2. the customer and any legal entities present at any of these layers are registered in jurisdictions outside the EU;
  3. there are nominee shareholders or nominee directors involved in the structure;
  4. the structure obfuscates or diminishes transparency of ownership with no legitimate economic rationale or justification.
1. In the case of complex corporate structures as referred to in paragraph 1, obliged entities shall, where necessary to complement the measures undertaken pursuant to Article 11, obtain additional information, such as an organigram.
1. Obliged entities shall take risk-sensitive measures to satisfy themselves that the information obtained is accurate.

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