Trusts

We continue our blog series on the AMLR. This instalment takes a closer look at Chapter IV of the AMLR through an analysis of Articles 56–58. For obliged entities, compliance with the duties and requirements imposed by the AMLR in relation to beneficial ownership is of central importance. The rules on beneficial ownership form one of the cornerstones of the EU’s strategy against money laundering and terrorist financing. Their purpose is to ensure that the natural person or persons who ultimately own or control a legal structure can be identified, regardless of how complex or cross-border that structure may be.

In an earlier post, we examined the core provisions on transparency in relation to beneficial ownership, including definitions and the calculation of ownership interests. Anyone seeking a structured introduction to the framework and purpose of the regulation is encouraged to read that earlier article. Today’s post focuses on Member States’ notification obligations, the regulation of legal entities similar to express trusts, and the identification of beneficial owners of express trusts.

For businesses dealing with customers whose structures involve foundations, trusts or other specific legal forms, the correct application of these provisions is essential. Against that background, Morling Consulting provides legal advice on advanced AML matters, with a particular focus on complex control structures, cross-border arrangements and the proper identification of beneficial owners in line with the requirements of the AMLR.

Article 56 – Notifications

Article 56 introduces an obligation for each Member State, by 10 October 2027, to notify the European Commission of a list of the types of legal entities existing under national law whose beneficial owners are identified in accordance with Articles 51 and 52(4). The provision is therefore not merely administrative in nature, but also serves a clear harmonising function. By collecting and structuring information on the types of entities that exist across Member States’ legal systems, and on how beneficial owners are identified for those entities, a common reference framework is created within the Union.

The Member States’ notification must cover specific categories of entities, a description of their characteristics and, where applicable, the legal basis under national law. A particularly important aspect of Article 56 is the requirement for the notification to state whether the mechanism under Article 63(4), concerning a declaration where no beneficial owner exists, applies to the specific form and structure of legal entities other than undertakings, together with a detailed statement of reasons. The European Commission must then inform the other Member States of the notifications received. The provision therefore promotes mutual awareness across the Union.

Article 57 – Identifying Beneficial Owners of Legal Entities Similar to Express Trusts

Article 57 governs the identification of beneficial owners for legal entities other than those covered by Article 51 on legal entities, where such entities resemble express trusts, such as foundations. Under Article 57(1), the beneficial owners in such cases are all of the following natural persons:

• The founders.
• The members of the management body when acting in that capacity.
• The members of the management body when acting in that capacity.
• The beneficiaries, unless Article 59 on the identification of a class of beneficiaries applies.
• Any other natural persons who directly or indirectly control the legal entity.

The regulatory approach here differs from the ownership- and control-based model set out in Articles 51–53. Rather than focusing primarily on ownership interests, the AMLR instead identifies a number of positions which, by definition, are to be treated as beneficial owners. This reflects the particular nature of foundations and similar entities, where traditional ownership structures are often absent.

Article 57(2) addresses situations in which one of the positions listed above is held by a legal entity within a multi-layered control structure. In such cases, the beneficial owner is to be:

• the natural persons referred to in paragraph 1; and
• the beneficial owners of the legal entity holding any of the positions referred to in Article 57(1).

Article 57(3) further provides that, by 10 October 2027, Member States must notify the European Commission of a list of the types of legal entities whose beneficial owners have been identified in accordance with paragraph 1.

The notification must be accompanied by a description of:

• the form and essential functions of those legal entities;
• the process for their establishment;
• the process for obtaining access to basic information and beneficial ownership information; and
• the websites where central registers containing beneficial ownership information for those legal entities may be consulted, together with the contact details of the bodies responsible for those registers.

Finally, Article 57(4) empowers the European Commission, by means of an implementing act, to adopt a list of the types of legal entities governed by Member States’ laws that should fall within the scope of the requirements laid down in the article.

Article 58 – Identifying Beneficial Owners of Express Trusts and Similar Legal Arrangements

Article 58 contains corresponding rules for express trusts and similar legal arrangements. Under Article 58(1), the beneficial owners of express trusts are all of the following natural persons:

• The settlors.
• The trustees.
• The protectors, where any exist.
• The beneficiaries, subject to Articles 59 and 60 where applicable.
• Any other natural persons exercising ultimate control over the trust through direct or indirect ownership or by other means, including through a chain of ownership or control.

The various roles within the trust structure are in themselves regarded as giving rise to such influence or interest that they qualify as beneficial owners. Article 58(2) lays down corresponding principles for other legal arrangements similar to express trusts. The beneficial owners of such arrangements are to be regarded as the natural persons holding positions similar or equivalent to those referred to in Article 58(1).

Article 58(3) then addresses multi-layered control structures in which one of the positions referred to in Article 58(1) is held by a legal entity. Here too, the beneficial owners behind such legal arrangements are to be regarded as:

• the natural persons referred to in paragraph 1; and
• the beneficial owners of the legal entities holding any of the positions referred to in paragraph 1.

Under Article 58(4), Member States must notify the European Commission of a list of the types of legal arrangements which, under national law, resemble express trusts. The notification to the European Commission must include a description of:

• the form and essential function of those legal arrangements;
• how those legal arrangements are established;
• the process for obtaining access to information and beneficial ownership data relating to those legal arrangements; and
• the websites where central registers containing beneficial ownership information may be consulted, together with the contact details of the bodies responsible for those registers.

In addition, the notification must include a statement of reasons explaining why the Member States consider the notified arrangements to resemble express trusts, and why other arrangements do not.

Finally, under Article 58(5), the European Commission may, by means of an implementing act, adopt a list of the types of legal arrangements governed by Member States’ laws that should be subject to the same beneficial ownership transparency requirements as express trusts.

Transparency for Trusts and Similar Arrangements under the AMLR

Articles 56–58 reinforce the transparency requirements in Chapter IV of the AMLR by combining notification obligations with detailed rules for identifying beneficial owners in trusts and similar legal arrangements. For obliged entities, this means that identifying beneficial owners in such structures requires a more rigorous and structured analysis, taking into account both functional roles and underlying chains of control. These transparency requirements reflect a clear objective under Union law: to ensure that no legal structure, regardless of its complexity or legal form, can be used to conceal the natural person who ultimately exercises control or enjoys an economic benefit.

Against that background, Morling Consulting supports businesses with high-level legal advice on AML matters, particularly in cases involving complex ownership structures and cross-border control arrangements. As legal consultants, we combine regulatory analysis with practical experience of supervision and risk assessment, and support organisations in ensuring that their identification of beneficial owners is legally robust, proportionate and aligned with the AMLR’s harmonised transparency requirements.