Beneficial Ownership Registers in 2025: ECJ Ruling, Privacy, and What Information Actually Flows

The Beneficial Ownership Landscape in 2025

The question of who ultimately owns and controls companies — beneficial ownership — sits at the intersection of anti-money laundering regulation, tax transparency, and privacy rights. The past decade has seen a sustained push toward public disclosure, culminating in the EU's 5th Anti-Money Laundering Directive (AMLD5) requirement for publicly accessible beneficial ownership registers. That trajectory was dramatically interrupted by a landmark November 2022 European Court of Justice ruling that threw the entire framework into uncertainty.

This guide examines the current state of beneficial ownership disclosure across key jurisdictions, distinguishing between what is disclosed automatically (through CRS/FATCA), what is accessible on request by authorities, and what remains genuinely private in 2025.

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The ECJ WM and Sovim Ruling (November 2022)

The Cases

On 22 November 2022, the Court of Justice of the European Union handed down its judgment in Joined Cases C-37/20 and C-601/20 (WM v Luxembourg Business Register and Sovim SA v Luxembourg Business Register). The cases were brought by two Luxembourg companies seeking to restrict public access to their beneficial ownership information on grounds of fundamental rights.

The Ruling

The Court held that the provision of AMLD5 requiring EU member states to make beneficial ownership information of corporate entities publicly accessible to any member of the general public is invalid as incompatible with Articles 7 and 8 of the Charter of Fundamental Rights of the European Union (protection of private life and personal data).

The key reasoning:

1. The interference with privacy rights caused by public UBO registers is not limited to what is strictly necessary for the stated objective (preventing money laundering and terrorist financing)
2. The general public access requirement goes beyond what is required for the objective, because the AMLD5 framework already provides access to competent authorities and entities with a legitimate interest
3. Public accessibility creates disproportionate risks — the information could be used for purposes unrelated to AML/CFT, including harassment, kidnapping, and fraud

Immediate Consequences Across EU

Following the judgment, EU member states that had implemented public UBO registers rapidly restricted access:

Country	Pre-ECJ Position	Post-ECJ Position
Luxembourg	Public access (online)	Suspended; restricted to authorities and legitimate interest parties
Netherlands	Public access (online)	Suspended; under review
Germany	Semi-public (qualified interest required)	Further restricted
Ireland	Public access	Restricted pending legislative amendment
Belgium	Public access	Restricted
France	Public access (BODACC)	Restricted

The EU Commission has since been working on revised AMLD6 provisions that will need to balance transparency with the fundamental rights requirements established by the ECJ ruling.

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The UK's Public PSC Register

Structure of the PSC Register

The UK Companies House Person with Significant Control (PSC) register remains publicly accessible. It was introduced under the Small Business, Enterprise and Employment Act 2015 and has been operational since April 2016. All UK companies and LLPs must maintain a PSC register and file PSC information at Companies House.

A PSC is defined under Schedule 1A, Companies Act 2006 as an individual who:

• Holds more than 25% of shares, directly or indirectly
• Holds more than 25% of voting rights, directly or indirectly
• Holds the right to appoint or remove the majority of directors
• Otherwise exercises significant influence or control

The PSC register contains: full name, month and year of birth, nationality, country of residence, and nature/extent of control. Home addresses are not publicly disclosed (only service addresses).

The Economic Crime (Transparency and Enforcement) Act 2022

The ECTEA 2022 introduced the Register of Overseas Entities (ROE), requiring foreign companies owning UK land or property to register their beneficial owners with Companies House. This extends PSC-type disclosure to offshore vehicles holding UK real estate. Non-compliance renders the property un-transactable.

Limitations of the PSC Register

Despite its public nature, the PSC register has significant limitations:

• No independent verification: Companies House does not verify the accuracy of PSC filings
• Beneficial owner vs nominee: nominees may be listed as shareholders while the true owner is not easily identifiable
• Complex structures: multi-layer offshore structures where the PSC is itself a company (rather than an individual) reduce transparency
• Stale data: changes are not always filed promptly

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BVI: The BOSS System

Architecture

The BVI Beneficial Ownership Secure Search (BOSS) system, established under the BOSS Act 2017, is a centralised database of beneficial ownership information for all BVI-incorporated entities. Critically, BOSS is not publicly accessible — it is a law enforcement tool.

Information in the BOSS system:

• Name and date of birth of each registrable person (25%+ ownership or control)
• Nationality
• Country of residence
• Nature of interest held

Who Can Access BOSS

Access to BOSS is restricted to:

1. BVI law enforcement authorities (RCIPS, Financial Investigation Agency)
2. Foreign competent authorities acting under a formal mutual legal assistance request or through an approved bilateral information exchange arrangement
3. The Registrar of Corporate Affairs for compliance purposes

BVI–UK BOSS Access

Under the UK-BVI beneficial ownership agreement (originally the framework from 2018, built on the UK's Sanctions and Anti-Money Laundering Act 2018), UK law enforcement can access BVI beneficial ownership data through a secure direct access arrangement — faster than a full MLAT request. This arrangement was negotiated as an alternative to the public register requirement that the UK originally sought to impose on its Overseas Territories.

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Cayman Islands: The REEFS System

Overview

The Cayman Islands Beneficial Ownership Transparency Act 2023 replaced the original Companies (Amendment) Act 2017 framework. Beneficial ownership information is submitted to the Cayman General Registry through licensed registered agents and stored in the centralised REEFS (Register of Entities and Enforcement) database.

Access to REEFS

REEFS is accessible to:

1. Cayman law enforcement
2. Foreign competent authorities through Cayman's competent authority (the Attorney General's Chambers or TIA, Tax Information Authority) under bilateral exchange arrangements or formal mutual legal assistance treaties
3. CIMA for regulatory purposes

REEFS is not publicly accessible. Unlike the UK PSC register, there is no public-facing search portal.

Reporting Obligations

Beneficial ownership information must be filed and updated within 21 days of any change. Registered agents are responsible for maintaining accurate records and submitting to REEFS.

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CRS as a Parallel Automatic Disclosure Mechanism

What CRS Achieves

The Common Reporting Standard (CRS), developed by the OECD and implemented under the Multilateral Competent Authority Agreement, achieves a form of automatic beneficial ownership disclosure that the public register debate obscures. Under CRS:

• Financial institutions (banks, custodians, investment managers, certain insurance companies) in participating jurisdictions report annually to their domestic tax authority
• Information reported includes: account holder name, date of birth, address, tax identification number, account value, and income received
• This information is automatically exchanged with the tax authority of the account holder's country of tax residence

What CRS Does Not Cover

CRS has significant gaps that make it a different (rather than equivalent) mechanism to a UBO register:

Item	Covered by CRS?	Notes
Bank account balances	Yes	Reported annually
Investment account values	Yes	Reported annually
Income from account (interest, dividends)	Yes	Reported annually
Beneficial owner of holding company	Indirectly	Reported if controlling person of passive entity
Share ownership in private companies	No	Company itself is not a financial institution
Real estate ownership	No	No financial account
Trusts (non-financial)	Limited	Discretionary trusts with passive assets may be caught
Ownership of ship-owning SPVs	No	Unless held through a financial account

Passive NFE Rules: The Key Link to Beneficial Ownership

Under CRS, where an account holder is a "Passive Non-Financial Entity" (passive NFE) — broadly, a holding company or investment vehicle that is not an active business — the financial institution must look through to identify the "controlling persons" (i.e., beneficial owners with 25%+ interest) and report those individuals' information.

This means that a BVI holding company with a bank account in a CRS-participating jurisdiction will trigger reporting of its ultimate individual beneficial owners to their home country tax authority. The BOSS register and bank CRS report deliver overlapping but not identical information flows.

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FATCA: The US Layer

The Foreign Account Tax Compliance Act (FATCA, enacted 2010, effective from 2014) operates alongside CRS but focuses exclusively on US persons. Foreign financial institutions report to the IRS (directly or through their domestic tax authority under an Intergovernmental Agreement) on:

• US citizen and US resident account holders
• US-controlled passive NFEs (where controlling persons are US citizens/residents)

FATCA is particularly relevant for offshore structures with US beneficial owners, as it creates a parallel disclosure obligation that operates independently of CRS.

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What Actually Remains Private in 2025

Information Type	UK PSC (public)	BVI BOSS (LEA only)	Cayman REEFS (LEA only)	CRS/FATCA (automatic to home tax authority)
Name of individual owner	Yes	Yes	Yes	Yes (if financial account exists)
Home address	No (service address only)	Yes	Yes	Yes
Date of birth	Month/year only	Yes	Yes	Yes
Percentage ownership	Yes	Yes	Yes	No
Account balances	No	No	No	Yes
Country of residence	Yes	Yes	Yes	Yes
Real estate ownership	Via ROE (for UK property)	No	No	No

The genuinely private information in 2025 is limited: the specific percentage holding is not disclosed via CRS, real estate not held through financial accounts remains outside CRS, and trust structures with non-financial assets have significant privacy remaining — subject to the home country's own disclosure rules.

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HPT Group and Beneficial Ownership Planning

HPT Group advises clients on how beneficial ownership information flows in practice across their corporate and trust structures. We map each entity's disclosure obligations — to public registers, to authorities under exchange arrangements, and to financial institutions for CRS/FATCA purposes — and identify where genuine confidentiality remains. For clients managing complex multi-jurisdiction structures, we ensure that beneficial ownership registers are maintained accurately to avoid enforcement risk, while advising on the legitimate structuring options that preserve appropriate privacy within the current regulatory framework. Contact HPT Group to commission a beneficial ownership disclosure audit.