What is a beneficial owner?
A beneficial owner is always a natural person. AMLR defines it as any natural person who ultimately owns or controls a legal entity, an express trust or a similar legal arrangement (Article 2(1), point 28, Regulation (EU) 2024/1624).
In Sweden today, the definition sits in Chapter 1, Section 3 of the Act on the Registration of Beneficial Owners (2017:631). The Swedish AML Act (2017:630) refers to it in Chapter 1, Section 8, point 6. The Swedish Act names two kinds of beneficial owner:
- a person who, alone or with others, ultimately owns or controls a legal person
- a person on whose behalf someone else acts
Formal ownership on paper does not decide the question. Control and benefit do.
When is someone presumed to be the beneficial owner?
Swedish law works with presumptions. Under Chapter 1, Section 4 of Act 2017:631, a natural person is presumed to exercise ultimate control if they:
- through shares, other interests or membership, control more than 25 per cent of the total votes
- have the right to appoint or remove more than half of the board members
- can exercise such control through an agreement, the articles of association, a partnership agreement or similar documents
The threshold refers to votes, not capital. Someone with 20 per cent of the capital but 40 per cent of the votes is a presumed beneficial owner.
Control also counts through layers: control of a company that controls the customer counts as control of the customer (Section 4, second paragraph). Holdings of close relatives (spouse, registered partner, cohabitant, children and their partners, parents) are added together (Section 5).
The presumptions give way where the circumstances of the case point elsewhere (Section 3, second paragraph). Someone outside the ownership circle who runs the company in practice can be the beneficial owner.
What must you do as an obliged entity?
Chapter 3, Section 8 of the Swedish AML Act contains four duties:
- Investigate whether the customer has a beneficial owner.
- Search the register of beneficial owners. That is the legal minimum for the investigation.
- Understand the ownership and control structure when the customer is a legal person, trust or similar arrangement.
- Verify the identity of the beneficial owner, where there is one.
Verification must be complete before you establish the relationship or carry out an occasional transaction (Chapter 3, Section 9). At high risk, checks must be especially thorough (Chapter 3, Section 16).
For firms supervised by Finansinspektionen, Chapter 3, Section 8 of FFFS 2017:11 requires checks against external registers, relevant information from the customer or other reliable information.
Under AMLR, Article 20(1)(b) requires you to identify the beneficial owners, take reasonable measures to verify their identity, and be satisfied that you understand the ownership and control structure.
Is there an exception for listed companies?
Yes, in Sweden. The requirement does not apply to a limited company traded on a regulated market in Sweden or the EEA, or an equivalent market outside the EEA, or to its subsidiaries (Chapter 3, Section 8, second paragraph).
Why is the register a starting point and not the answer?
The Swedish register at Bolagsverket (the Companies Registration Office) is built on what companies report themselves (Chapter 2, Sections 1 and 3 of Act 2017:631). It can be incomplete, out of date or wrong. Compare it with other evidence:
- share register, articles of association or partnership agreement
- annual report, group structure and registration certificates for owning companies
- shareholder agreements or other agreements on voting rights and board seats
- the customer's own account of ownership and control
When you carry out CDD, the customer must give you its beneficial ownership documentation on request (Chapter 2, Section 2, second paragraph of Act 2017:631).
What do you do when the register is wrong?
You have your own duty to report. Under Chapter 3, Section 5 of Act 2017:631, obliged entities that use the register must notify Bolagsverket if there is reason to suspect the register information is wrong. The same duty applies if a company required to register has not reported a beneficial owner in time.
Suspicion is enough; you do not have to prove the error. Record what you compared, what differed and when you reported.
AMLR tightens this. Under Article 24(1), you must report discrepancies to the central register without undue delay and in any case within 14 calendar days of detecting them. You must include the evidence and whom you consider the beneficial owners to be, and why.
A discrepancy is also information about the customer. Consider whether it affects your risk assessment.
Who is the beneficial owner when no one can be identified?
Sometimes no natural person meets the criteria. The company must then record that (Chapter 2, Section 1 of Act 2017:631).
For you, Chapter 3, Section 8, third paragraph of the Swedish AML Act applies. If your investigation makes clear that a legal person has no beneficial owner, the chair of the board, the CEO or an equivalent officer is treated as the beneficial owner. The same applies if you have reason to believe the person you identified is not the real beneficial owner.
This is a fallback after an investigation, not a shortcut around it. Record why no beneficial owner was found. For the state, regions and municipalities, the rule does not apply where the risk is assessed as low (Chapter 3, Section 8 a).
Under AMLR Article 22(2), after exhausting all possible means, you record that no beneficial owner was found and identify and verify all senior managing officials.
How do different customer types differ?
| Customer type | What to look at | Swedish legal basis |
|---|---|---|
| Limited company (aktiebolag) | Votes above 25 per cent, right to appoint the board, shareholder agreements, layered ownership | Ch. 1, Sections 4–5, Act 2017:631 |
| Trading partnership (handelsbolag) | Interests and votes; the partnership agreement can give one partner control regardless of share size | Ch. 1, Section 4, points 1 and 3, Act 2017:631 |
| Foundation (stiftelse) | Board and administrators, and who may receive a significant share of distributions | Ch. 1, Section 6, Act 2017:631 |
| Housing co-operative (bostadsrättsförening) | Whether any member controls more than 25 per cent of votes; if not, there is often no beneficial owner | Ch. 1, Section 4 and Ch. 2, Section 1, Act 2017:631; Ch. 3, Section 8, third paragraph, AML Act |
| Foreign company | Whether it is in a register in the EEA, and what evidence you must obtain yourself | Ch. 1, Section 2 and Ch. 2, Section 8, Act 2017:631 |
Limited companies
Start with the share register and articles of association. Check for share classes with different voting rights, and follow ownership through every layer to natural persons.
Foundations
A foundation has no owners, so Chapter 1, Section 6 has its own presumptions. Board members, representatives of a corporate administrator, and anyone who may receive a significant share of distributions under the charter are presumed beneficial owners.
Housing co-operatives
The presumptions in Chapter 1, Section 4 also apply to associations, because membership is named explicitly. If no member controls more than 25 per cent of the votes, there is often no beneficial owner. For your CDD, the chair or equivalent is then treated as the beneficial owner (Chapter 3, Section 8, third paragraph of the AML Act).
Foreign companies
Foreign legal persons doing business in Sweden are covered by Act 2017:631, but need not report to Bolagsverket if they are in a central register in another EEA country (Chapter 2, Section 8). For companies outside the EEA with no Swedish business, your investigation rests entirely on the evidence you collect.
Checklist for the investigation
- Register searched, with date
- Structure mapped to natural persons, by votes as well as capital
- Agreements and articles reviewed for other control
- Register compared with other evidence; discrepancies reported
- Identity of each beneficial owner verified
- Reasons recorded if no beneficial owner was found
- Each beneficial owner checked for PEP status and sanctions
Keep the records for five years from the end of the relationship (Chapter 5, Section 3 of the AML Act). See also the KYC guide, the CDD checklist and the requirements for your industry.
What changes with AMLR?
The Swedish AML Act applies today. From 10 July 2027, AMLR applies directly (Article 90). It sets the ownership threshold at 25 per cent or more of the shares, voting rights or other ownership interest, direct or indirect (Article 52(1)). Today's Swedish rule requires more than 25 per cent of the votes. Control through other means is assessed in parallel with ownership (Article 51).
One file for the whole picture
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