Summary


This article will outline how First AML verify Private Limited Companies under Australian, New Zealand, and United Kingdom AML legislation. 


*ID&V = Identity Verification (Identify & Verify)



TABLE OF CONTENTS




Australia


Who do we Verify?


  1. Shareholders with interest 25% or more

  2. Must confirm whether any shareholders are holding shares on behalf of other individuals or entities (e.g. trustee limited holding shares on behalf of a trust)

  3. First AML will confirm with the Customer there are no other individuals that have beneficial ownership above the threshold for the customer.



What do we Verify?


  1. Name, registered office address, company number.

  2. ASIC Extract (including page of Shareholders & Directors). Or equivalent document that confirms the above information 



Non-Beneficially Held Shares


First AML will confirm the existence of non-beneficially held shares directly with the case contact. This confirmation will be collected via email reply, text or phone call. 



Shareholding Classes


First AML will only verify shareholders/classes that have voting rights in the company.


There must be at least one ordinary share issued at incorporation of an Australian Private Limited Company. A company can issue different classes of shares. The rights and restrictions attached to shares in a class distinguish it from other classes. 


First AML will by default verify all share classes with voting rights (typically Ordinary shares, or Class A shares). If there are a number of different share classes allocated within a company, First AML will confirm with the case contact which of these classes holds voting rights, and verify each share class that holds these rights.



Joint Shareholding 


At times, the shareholding of a company may be held jointly. 


For Australian companies, joint shareholding is easily spotted in the ASIC extract. 


First AML will verify the identity of all individuals jointly holding the shares, if the shares total 25% or more.




New Zealand & United Kingdom


Who do we Verify?


  1. All directors

  2. Shareholders with interest > 25%- 

    If non-individual shareholders, ID&V shareholders/beneficial owners of the entity until a natural person is reached, or holding is <25%.

  3. Confirm whether there are any nominee directors or shareholders.

  4. First AML will confirm with the Customer there are no other individuals that have beneficial ownership above the threshold for the customer.



What do we Verify?


  1. Name, registered office address, company number.
  2. Companies Office / Companies House extract (including page of Shareholders & Directors). Or equivalent document that confirms the above information. 




Nominee Directors, Nominee Shareholders & Shares Held in Bearer Form


First AML will confirm the existence of a nominee director, shareholders or shares in bearer form directly with the case contact. This confirmation will be collected via email reply, text or phone call. 

Please refer to the AML/CFT (Requirements and Compliance) Amendment Regulations 2021 sections 11 and 12 for further information.

 

Bearer shares are considered high-risk in the eyes of the AML/CFT Act as this method of ownership is highly unregulated, and it is very easy to hide the real beneficial owner. This means that it is very rare in New Zealand and illegal in Australia and United Kingdom.



Shareholding Classes


First AML will only verify shareholders/classes that have voting rights in the company. 


Every NZ & UK company must have at least 1 shareholder and issue at least 1 share. 




Joint Shareholding 


At times, the shareholding of a company may be held jointly. 


For NZ companies, this is not easily distinguishable, and can often appear how Trusts would appear in shareholding. 


If a suspected Trust is in shareholding, First AML will request Trust documentation from the client. If they confirm there is no Trust in shareholding, First AML will then request confirmation on if these shares are held jointly. 


For UK companies, joint ownership can be identified within the Articles of Association (required to set up a company). 


In either jurisdiction, First AML will verify the identity of all individuals jointly holding the shares, if the shares total > 25%.