Issued by: The Anti-Money Laundering Bureau of People’s Bank of China
The Registration Bureau of State Administration for Market Regulation
Release Date: October 28, 2024
Effective Date: November 1, 2024
Links: http://www.pbc.gov.cn/fanxiqianju/135153/135173/5489085/index.html
          http://www.pbc.gov.cn/tiaofasi/144941/144957/5342579/index.html

According to the Administrative Measures for Beneficial Owner Information (referred to as the “BOI Measures”), companies, partnerships, and branches of foreign company must carry out record-filing of beneficial owner information through the online registration system for market entry from November 1, 2024. In order to implement the BOI Measures effectively, this Guide provides comprehensive instructions for the BOI filing, and addresses potential queries that may arise during the filing process through Q&A and examples. The following points deserve your close attention:

1.  What is the beneficial owner?
a. Beneficial owner refers to the natural person who ultimately owns or actually controls the entity, or enjoys the ultimate benefits of the entity.
b. The difference between the beneficial owner and the “actual controller” as defined in the Company Law is twofold: first, the concept of the beneficial owner is broader than that of the actual controller, including ownership, control, and benefit, whereas the actual controller only implies control. Second, the beneficial owner must be ultimately traced to a natural person, whereas the actual controller can be either a legal person or a natural person.

2.  Identification of the beneficial owner
1) Standard 1: A natural person who ultimately owns, either directly or indirectly, more than 25% of the equity, shares or partnership interest of the entity;
2) Standard 2: A natural person who does not satisfy Standard 1 but ultimately enjoys more than 25% of the earnings rights or the voting rights of the entity;
3) Standard 3: A natural person who does not satisfy Standard 1 but alone or jointly exercises actual control over the entity;
4) In the absence of the above three scenarios, the person in charge of day-to-day operation and management shall be regarded as the beneficial owner, and at least one person at the highest management level accountable for day-to-day operation and management must be registered (e.g., legal representative, chairman, director, manager, etc.).
5) Identification standard for special situations：
    - In addition to the above three identification standards, a branch of foreign company should also identify at least one senior manager at the highest management level as a beneficial owner (e.g., the person in charge of the branch, etc.);
    - For companies with state participation, it is not required to identify the beneficial owners of the portion of the capital that is state-owned.

3.  Notes for identifying the beneficial owner
a. All three identifications standards should be assessed one by one, in case where there are multiple beneficial owners, all identified individuals must be registered;
b. If a natural person has already satisfied Standard 1, he or she should be directly registered as the beneficial owner. Standard 2 and 3 shall only be considered when Standard 1 does not apply;
c. If a natural person meets both Standard 2 and 3 simultaneously, he or she should be registered according to both standards.

4.  The relationship between the BOI Measures and the relevant documents on beneficial owner previously issued by the People’s Bank of China
a. The BOI Measures require the entities to voluntarily file their beneficial owners, whereas the relevant documents issued by the People’s Bank of China apply to the situation where financial institutions conduct customer due diligence;
b. After the entity has filed the information of beneficial owners, financial institutions still need to perform the identification work of beneficial owners.