Calculating Beneficial Ownership typically involves identifying who ultimately owns or controls a company, even if the ownership is held indirectly through other entities or arrangements. There isn’t a strict mathematical formula but rather a process of identifying individuals who meet specific thresholds or conditions. It’s important to determine beneficial ownership of a company to calculate an accurate statement of financial position.
What is the Beneficial Ownership?
Beneficial Ownership refers to the natural person(s) who ultimately own or control a legal entity (like a company), even if they are not listed as the legal owner.
Steps to Calculate/Determine Beneficial Ownership:
1. Identify Direct Ownership
- List all individuals who directly own shares in the company.
- Check if any individual owns 25% or more of the shares or voting rights.
- These people qualify as beneficial owners.
2. Trace Indirect Ownership
- If ownership is through another company, trust, or partnership, trace through each layer.
- Multiply percentages through each ownership level.
Example:
- Mr. X owns 50% of Company XYZ
- Company XYZ owns 60% of Company ABC
- → Mr. X’s indirect ownership in Company ABC = 50% × 60% = 30%
3. Determine Control
Even if someone owns less than 25%, they may still be a beneficial owner if they:
- Have significant influence or control (e.g., voting agreements, appointment of board members)
- Act as a trustee or settlor within a trust structure.
- Exercise control through other means (contracts, informal agreements)
4. Aggregate Ownership
- If an individual owns shares through multiple paths, sum the ownership percentages.
- A person is considered a beneficial owner if their total ownership or control equals or exceeds 25%, though this threshold may vary by country.
Example of a Beneficial Ownership Calculation
Suppose Company A is owned as follows:
- John owns 60% directly of Company A→ John is a beneficial owner.
- Jane owns 50% of Company B, and Company B owns 40% of Company A →
- Jane’s effective ownership at Company A = 40% × 50% = 20% → So, he is not a beneficial owner because the threshold is 25%.