A beneficial owner is always the living, breathing human being who ultimately profits from the company’s activities, or controls the company’s activities. It is never a company, other legal entity, or a nominee/proxy. The Companies Act No 10 of 2017 as read together with the Companies (Amendment) Act No 12 of 2020 defines a Beneficial Owner as follows:
means a natural person who—
- (a) directly or indirectly, through any contract, arrangement, understanding, relationship or any other means ultimately owns, controls, exercises substantial interest in, or receives substantial economic benefit from a corporate;
- (b) exercises ultimate and effective controls over a legal person or legal arrangement; or
- (c) effectively controls a legal person or legal arrangement on whose behalf a transaction is conducted; and the terms “ beneficially own”, “beneficial ownership” and cognate
expressions shall be construed accordingly; and
In the above definition, it is clear that the concept of “ownership and control” is central to the definition of Beneficial Ownership