Ownership Structure and Ultimate Beneficial Owners

The direct participant in a Ukrainian company and its ultimate beneficial owner may be different persons. If a share is held by another company, the chain must be traced further - to individuals or to the basis on which no ultimate owner exists.

The same structure may be described in the charter, extracts, bank customer profile and internal chart. The objective is to make sure that names, share percentages, dates and grounds of control match and that each level is supported by documents.

The scope of supporting evidence depends on the purpose. A registration change requires one package; a bank or investor may require a more detailed chart and supporting evidence for foreign companies.

The work may include:

• current participants or shareholders and the size of their holdings;
• the complete chain of legal entities through to the ultimate individuals;
• directors, signatories and persons who influence management;
• charters, resolutions, agreements and other grounds for ownership;
• changes in the structure during the period relevant to the transaction;
• consistency of registration data with bank customer profiles and corporate documents;
• information missing to confirm a particular level.

If the chain includes a trust, fund, nominee holding or another special arrangement, the scope of evidence is agreed separately. UBC specialists also take account of the requirements of the recipient of the information: a bank, investor, business buyer or state registrar.

The ownership structure is reviewed when participants change, shares are redistributed, a corporate reorganisation takes place, an investor enters or a business is acquired. The review is also useful before opening an account, updating a bank customer profile, obtaining financing or entering into an international contract.

After a change, it is important to align the entire package used by the company. If the register shows new participants while the bank profile or internal chart still contains previous information, the company loses time providing repeated explanations. UBC specialists will determine in advance which documents and organisations must be updated or notified.

First, you provide the existing chart, registration information and corporate documents. UBC specialists build the actual ownership chain, compare shareholdings and grounds of control, and prepare a list of missing supporting evidence.

The result is then compared with the purpose of the task. For registration changes, the required corporate resolutions and information are prepared. For a bank or investor, a chart, explanation and agreed package of extracts covering all levels may be prepared.

On completion, you receive a structured result and recommendations for the next actions: registration changes, profile updates, transaction documentation or internal document retention.

Documents for the Bank and Investor

A bank or investor assesses the structure in connection with a specific transaction. In addition to a list of owners, it may require an explanation of the source of capital, the role of each company, grounds of control and the relationship between group participants. UBC specialists therefore first obtain the recipient's requirements and then prepare the document in the appropriate format.

The chart states full names, countries of registration, company numbers, shareholdings and ultimate individuals. It is supported by extracts and corporate documents confirming each level. Names, dates of birth and Latin-script spellings are checked against identity documents and bank customer profiles.

For an investor, rights attached to the shares are also important: voting, appointment of the director, pre-emption rights, transfer restrictions and the procedure for approving material decisions. These matters can be included in the corporate review and linked to the terms of the proposed investment.

If the structure changes immediately before a transaction, the documents are prepared in an agreed sequence. First the resolutions and transfer of rights are completed, then the registration information, chart and profiles are updated. This gives all participants one current version of the data and allows settlements to proceed on a clear basis.

A group may use trusts, funds, nominee participants, joint-control arrangements or several classes of interests. In that case, a simple list of owners may not reflect actual control. UBC specialists will review the corporate documents and arrangements, identify the grounds of direct and indirect control and prepare an explanation supported by attachments.

Information in registers, bank customer profiles, charters and previously prepared ownership charts is compared separately. If percentages, name spellings or the ownership chain differ, the correct version is established first and the necessary changes are then documented. The client receives one consistent package instead of several contradictory documents.

Ownership Information and Supporting Documents

Typical documents include company extracts, charters, participants' resolutions, documents concerning shares, information about directors and a current ownership chart. Foreign companies may require documents from the relevant jurisdiction and proper formalities for their use in Ukraine.

The cost depends on the number of levels, companies and countries, the volume of documents and the purpose of the work. Before work begins, a UBC specialist will review the initial chart, determine the required evidence and agree the fee.

Provide extracts and charters for the companies in the chain, information about participants, the existing ownership chart and the request from the bank or counterparty. UBC specialists will clarify direct and indirect ownership, methods of control and data consistency, then prepare a list of missing evidence and required updates.

For each level of the structure, the legal entity, jurisdiction, registration number, participant, shareholding, method of control and supporting document are stated. The chain is traced through to individuals and compared with charters, extracts, corporate resolutions and bank customer profiles. If actual control arises from rights other than the size of a shareholding, the relevant facts and documents are recorded separately.

The ownership chart is dated and updated after a transaction or a change in capital or management. The register, bank and investor use one consistent basis, supplemented by the requirements of the specific procedure. The manager sees the complete structure and can quickly assemble supporting evidence without contradictions between company documents.