The UK Money Laundering Regulations require you to identify and verify the beneficial owner of your customer. Where a customer is a company, you must understand its ownership and control structure and identify any individuals who ultimately own or control more than 25% of the shares or voting rights. If you have doubts about whether a person is the beneficial owner because of arrangements such as nominees or complex structures, you must take reasonable measures to verify the identity of the beneficial owner and understand the relationship between the beneficial owner and the customer.

Regulation 28(3) provides that where the customer is a body corporate, the relevant person must obtain and verify the name of the body corporate, its company number or registration number, and the law to which it is subject, and must take reasonable measures to understand the ownership and control structure of that body. Regulation 28(4) requires the relevant person to identify the beneficial owner and take reasonable measures to verify the identity of the beneficial owner so that the relevant person is satisfied that it knows who the beneficial owner is. This includes where shares or voting rights are held by another legal person, or through bearer shares or nominee arrangements, and requires the relevant person to look through such structures to identify the individual who ultimately owns or controls the customer.

The factsheet explains that the UK’s "register of people with significant control (PSC)" aims "to provide transparency around the ownership and control of UK corporate structures" and to help tackle misuse of companies. It describes reforms to improve the accuracy of beneficial ownership information and strengthen Companies House powers, in particular so that "beneficial owners of companies registered in the UK cannot hide behind opaque corporate structures." This indicates a legislative intent to prevent obscuring ultimate beneficial owners, including through nominee or other arrangements.

The government notes that the misuse of corporate structures, including the use of **nominee directors and shareholders**, can be used to disguise the true ownership and control of companies. It explains that reforms to Companies House and the persons with significant control (PSC) regime are intended to "improve the transparency of UK corporate entities and reduce the risk of misuse, including for money laundering and other economic crimes" by making it harder to use opaque nominee arrangements to hide beneficial owners.

The PSC Regulations 2016 implement the statutory requirement for UK companies to maintain a register of people with significant control. They set out that individuals who directly or indirectly hold more than 25% of the shares or voting rights, or otherwise exercise significant influence or control, must be entered in the PSC register. The regime is designed to "look through" intermediate legal owners so that beneficial owners and controllers are recorded, limiting the effectiveness of nominee shareholders as a means of concealing such control.

Section 793 of the Companies Act 2006 provides that a public company may give notice requiring any person it knows or has reasonable cause to believe "to be interested in its shares" to confirm whether they are or are not interested and to give particulars of their interest. This power can be used to trace beneficial ownership behind registered holdings by requiring disclosure of persons with an interest in shares even though they are not the registered member, allowing companies (and, indirectly, regulators and courts) to look behind nominee or intermediary shareholdings in certain circumstances.

UK companies must identify and record the people who own or control their company, known as people with significant control (PSC). The guidance notes that a PSC may hold their interest directly or indirectly, including through other legal entities or arrangements, and that companies must take "reasonable steps" to identify the PSC even where shares are held through nominees. It emphasises that the PSC is the **beneficial owner**, not simply the registered shareholder, and that failure to provide accurate information is a criminal offence.

The Small Business, Enterprise and Employment Act 2015 introduced the UK’s framework for the register of People with Significant Control (PSC) over companies. The Act requires most UK companies to identify individuals who ultimately own or control more than 25% of shares or voting rights or otherwise exercise significant influence or control, and to keep a PSC register that is filed at Companies House. The PSC concept is designed to look through indirect ownership arrangements so that individuals who are not registered shareholders, such as those hiding behind nominees or other intermediaries, are still identified where they meet the thresholds of significant control.

Recital 34 states that corporate and other legal entities can be misused to disguise the identity of beneficial owners and that it is necessary to ensure that information on the beneficial ownership of companies is available in a timely manner. The directive recognises that **nominee shareholders and nominee directors** can be used to conceal the beneficial owner and therefore requires Member States (including the UK when the directive was implemented) to ensure that beneficial owners are identified and registered, irrespective of whether nominees appear on the share register.

Regulation 28 requires UK regulated entities to identify and verify the **beneficial owner** of a corporate customer and to take reasonable measures to understand the ownership and control structure of the customer. The regulations anticipate that shareholdings may be held through intermediaries and nominees and therefore require firms to look beyond the legal owner to the natural person who ultimately owns or controls more than 25% of the shares or voting rights, or otherwise exercises control over the management of the body corporate.

LSEG explains that beneficial ownership refers to the natural person who ultimately controls or benefits from an entity "even if their name does not appear in the official records." It notes that beneficial owners are different from shareholders or nominees and that they are **often masked behind shareholders, nominee directors, or offshore structures**. As an example, it describes a UK company where a registered shareholder holds shares on behalf of another person, stating that in such a case "the latter is the beneficial owner."

ComplyCube defines a UBO as the natural person or group of people who own and/or control an entity and notes that the use of intermediaries or nominees complicates this process because "the legal title might not reflect the true owner of the assets." It states that "shell companies, sophisticated financial instruments, or **nominee shareholders** are all viable methods for deliberately concealing the true ownership of large entities" and that such tactics are designed "to obscure true ownership" and make it difficult for authorities or other companies to identify the UBO.

A nominee shareholder is an individual or entity registered as the holder of shares on behalf of the actual (beneficial) owner. This arrangement allows the beneficial owner to remain anonymous in public records. Nominee shareholders are highlighted as a higher-risk factor in the EU’s Fourth Anti‑Money Laundering Directive because "it becomes challenging to trace the ultimate beneficial owners" and "this anonymity can be exploited for money laundering or terrorist financing purposes, as it obscures the ownership structure of a company."

The article explains that "there is no way of knowing from the records themselves that a member on the public register is a nominee shareholder" and that the name will appear without annotation, giving "the beneficial owner complete anonymity as far as the public record is concerned." It then notes that the PSC regime "looks through nominee arrangements" so that "a beneficial owner holding more than 25% of the shares would need to be declared as a PSC or, if a body corporate, as a relevant legal entity (RLE)." It adds that this "will restrict the ability of a significant shareholder to remain anonymous through nominee arrangements" and that there is a positive duty to identify PSCs and a criminal offence for failing to follow disclosure requirements.

Trustpair explains that an ultimate beneficial owner is the individual who exercises the greatest control or enjoys the most significant benefit from a company’s profits, even if that ownership is indirect or hidden. It explicitly notes that "some companies make identifying their UBOs difficult by using **nominee shareholders, trusts, or companies registered overseas** to conceal the full ownership structure" and that, even when those legal persons appear unrelated on paper, they may still hold substantial control or benefit from the company’s operations.

The guide explains that beneficial owners are different from shareholders or nominees as they hold ultimate decision‑making power or derive economic benefits from the entity. It notes that beneficial ownership is often "masked behind shareholders, nominee directors, or offshore structures" and describes that, for a UK company, if one shareholder is holding the shares on behalf of another person, the latter is the beneficial owner. This illustrates how nominee structures can conceal the person who ultimately owns or controls the company from public registers, even though AML rules require firms to look through such arrangements.

Rapid Formations states that "Nominee shareholders protect beneficial owners’ privacy by keeping their identities off public registers," because "the nominee’s details are recorded in the company’s statutory register of members and the public register at Companies House." However, following the PSC Regulations 2016, UK companies must maintain a PSC register including any person who directly or indirectly holds more than 25% of the shares or voting rights. The article clarifies: "The nominee shareholder cannot replace the beneficial shareholder on the PSC register" and that if the beneficial owner is a PSC, "their details must be provided to Companies House and publicly disclosed on the PSC register." It concludes that in such circumstances, using a nominee shareholder is "of little benefit" for protecting a PSC’s identity.

Elemental CoSec describes its service as providing "a corporate nominee who will own the bare legal title to the shares and be entered as the legal owner of the shares at Companies House and in the statutory registers." It states: "There is no obligation on the beneficial owner to be disclosed in the public records at Companies House, thereby helping to keep the name of the beneficial owner confidential." However, it adds an important limitation: "if the beneficial owner of the shares is a ‘Person with Significant Control’ (a ‘PSC’) then they must be disclosed at Companies House as such a person," explaining that a PSC typically includes someone who "owns more than 25% of the shares or is entitled to more than 25% of the voting rights." In that case, "the Nominee Shareholder Service will be of little benefit and will not protect the individual’s identity."

NameScan describes a UBO as the individual who ultimately owns or controls a company and benefits from its activities, noting that this person may not always be the named owner on official documents, particularly where complex ownership structures or **nominee arrangements** are used. It states that identifying UBOs can be challenging "due to complex ownership structures and the use of intermediaries to obscure true ownership" and that fraudsters often use multiple layers of shareholding and fictitious entities to hide their identities.

This briefing notes that the Small Business and Enterprise Act introduced the requirement for all UK companies to maintain a Register of People with Significant Control "to help improve the transparency of UK companies and aims to remove an element of secrecy from the use of nominees to hold shares for otherwise undisclosed beneficiaries." It states: "Where the shareholding held by a nominee in respect of any individual is over 25% the name and personal details of the beneficial owner of the shares must be made available for the public record" and that "it is now a criminal offence to withhold the identity of beneficiaries of shares held by a nominee." It also notes that where the nominee’s holding is 25% or less, there is no requirement to enter beneficiary details in the PSC register unless the individual qualifies as a PSC on other criteria, so nominee use "still therefore maintains an element of privacy."

SmartSearch defines an ultimate beneficial owner as a person who ultimately has control over an arrangement or over a person during a transaction. It notes that UBOs might be "hidden behind complex corporate structures, **nominee directors, and shareholders**, or offshore companies" and stresses the importance for regulated firms to identify the real person behind such arrangements in order to comply with anti‑money‑laundering rules.

CG Incorporations explains that in the UK, "the nominee is listed on the company’s public register as the legal shareholder, while the beneficial owner retains all rights to the shares through a private agreement." However, under PSC rules, "even when a nominee is appointed, the true beneficial owner must be disclosed if they meet these thresholds" for significant control. The guidance emphasises that "transparency remains a legal requirement – the beneficial owner must still be disclosed" on the PSC register, which is submitted to Companies House, despite the nominee appearing as shareholder on other public documents.

The explainer states that nominee services involve appointing a third party to legally represent someone else and that a "Nominee shareholder [is] listed in statutory records as the shareholder, while the real owner is documented in a declaration of trust." It emphasises that the nominee "has no beneficial interest and acts only under direction from the real owner or controller" and that nominee services are "perfectly legal in the UK" if they comply with the Companies Act, PSC Regulations and Money Laundering Regulations. It also stresses that if someone "exercises significant control over the company—even behind the scenes—they must be disclosed in the PSC register filed with Companies House" and that nominee services "do not offer legal anonymity" and "must not be used to hide ownership or control from regulators" or to evade legal obligations.

A 2025 analysis of the PSC register notes that some individuals appear as beneficial owners in hundreds or thousands of entities, a pattern which the report says is "suggesting extreme cases of concentrated ownership" and raises concerns "about the possible use of nominee arrangements or shell companies to obscure true ownership and control." The article frames these findings as evidence that, despite the PSC regime’s transparency goals, nominee and similar structures can still be employed in practice to disguise who ultimately benefits from and controls company interests.

Sprintlaw defines nominee shares as "shares registered in one person's name (the nominee) who holds them on trust for the real owner (the beneficial owner)." It explains that the nominee’s name appears on the company’s register and at Companies House, while "the beneficial owner's name does not appear on the public register" unless they fall within disclosure rules such as the PSC regime. The article stresses that while nominee arrangements may provide privacy from the general public, they do not remove obligations to comply with UK anti‑money laundering laws and beneficial ownership/PSC disclosure requirements.

The guide stresses that "a PSC is not always the ultimate beneficial owner (UBO)." It explains that anti-money laundering obligations require firms "to find the UBO, not merely the PSC." It further notes that the PSC register on its own "is not reliable" for full UBO verification and that UK Money Laundering Regulations 2017 are explicit: "the PSC register alone does not satisfy your UBO verification obligations." The piece cites Open Ownership’s 2025 report describing individuals who appear as beneficial owners in hundreds or thousands of entities, "a pattern consistent with shell companies and nominees," indicating that formal PSC disclosures may not always reveal the true ultimate beneficial owner where nominee structures are used.

Rapid Formations explains that "a beneficial owner is the natural person who ultimately owns or controls a UK company, even if someone else is the legal owner on paper." It notes that UK law requires most companies to identify and record individuals who meet the People with Significant Control (PSC) criteria, which looks at ultimate ownership and control rather than just who is listed as shareholder. The guide highlights that the beneficial owner may be different from the registered shareholder where shares are held by nominees, trusts or corporate vehicles, and that the PSC regime is intended to look through such arrangements.

SmartSearch lists the "use of nominees or third‑party agents" as a red flag for suspicious beneficial ownership. It explains that "nominee shareholders or directors are often appointed to act as the legal owners of assets, but they do not have real control. This separation between legal and beneficial ownership can be used to shield the true owners from scrutiny." The blog advises firms to scrutinise the relationship between the nominee and the entity and to conduct KYC on both to uncover the true beneficial owner.

Finance Uncovered notes that the UK’s corporate transparency rules, introduced in 2015, are often described as a "register of beneficial ownership" but "in reality" primarily record control via the People with Significant Control (PSC) regime. It explains that PSC status is usually triggered by holding more than 25% of shares or voting rights or the power to appoint or remove directors, and that in structures where shares are held through trusts, legal decision‑making power may be exercised by a trustee while the ultimate economic beneficiaries remain hidden. The article states that services such as nominee shareholders allow individuals to "conceal their identity behind a proxy," and that the current system can leave the "true economic beneficiaries of companies" obscured when only the controlling person (for example, a trustee) is disclosed.

Under section 793 of the UK Companies Act 2006, a public company may send a notice requiring any person it believes to be interested in its shares to confirm whether they hold an interest and to provide information about any other person with an interest. This statutory power allows companies to penetrate nominee arrangements in order to identify the underlying beneficial owners, even if only the nominee appears on the public share register.