Beneficial owners in JADIS: who files the data and how to get an extract
The company files the data on its beneficial owners itself. The data are filed by its management body (in a private limited liability company (UAB), usually the manager) or by an authorised natural person (point 10.1 of the Regulations of the Information System of Legal Entities’ Participants, JADIS Regulations). The data are filed electronically only, and the list is signed with a qualified electronic signature (point 11 of the JADIS Regulations). Article 25(1) of the Law on the Prevention of Money Laundering and Terrorist Financing of the Republic of Lithuania (PPTFPĮ) sets the time limit: no later than 10 days after the data change. The data go to the Information System of Legal Entities’ Participants (JADIS, Juridinių asmenų dalyvių informacinė sistema). A bank’s request may still refer to this system as JANGIS. The PPTFPĮ in force (Article 25(1)) refers only to JADIS. The bank must check the JADIS data itself (Article 12(8) PPTFPĮ), and the company can obtain its own beneficial-owner data and lists (point 33.4 of the JADIS Regulations).
Who counts as a beneficial owner, whether these data are public and why the bank asks for them again, we have already answered in the company law FAQ (in Lithuanian). This article covers how the data are filed in practice.
What has to be filed
Article 25(1) PPTFPĮ lists the data. These are the beneficial owner’s name, surname, date of birth, personal identification number, the state that issued the identity document, and place of residence. The filing also shows their ownership rights and their extent in per cent, or other control rights, for example the position of manager or board member.
Beneficial owners must disclose this information about themselves to the company’s representative who files it (Article 25(2) PPTFPĮ). So the manager is entitled to ask them for it.
When the shareholder is a foreign company
Suppose the shareholder is a foreign company, and it is owned by several natural persons. Is it enough to name the company?
No. A beneficial owner is a natural person who owns the client or controls it (Article 2(14) PPTFPĮ). A natural person who controls a company holding 25 per cent plus one share, or more than 25 per cent, is treated as an indirect owner (Article 2(14)(1)(a) PPTFPĮ).
JADIS requires the whole chain to be shown. If the intermediate company is controlled by yet another company holding more than 25 per cent, the data are filed all the way up to the beneficial owner (point 27.9 of the JADIS Regulations).
Control does not always run through shares. As ways of control, the Regulations name, for example, the right to appoint or remove the manager or board members, to approve the annual financial statements in connection with dividends, or to veto decisions of the management bodies (point 27.6.3.1 of the JADIS Regulations). If neither a direct or indirect owner nor a person controlling the company by other means can be identified, the manager, the chair or a member of the board, or another senior manager is listed (point 27.6.5 of the JADIS Regulations).
Who files and how
The data are filed by the legal entity’s management body, unless laws or the incorporation documents provide otherwise. Another authorised natural person may also file them, if the authorisation has been filed in the way set by the Centre of Registers (Registrų centras) (point 10.1 of the JADIS Regulations). In our practice, we register such an authorisation when the company is set up, and then file the beneficial owners ourselves.
The data are filed in electronic form only, and the list generated is signed with a qualified electronic signature (point 11 of the JADIS Regulations). In our practice this is done through the Centre of Registers’ self-service system.
The legal entity’s management body is responsible for the data being correct, accurate and filed on time (point 25 of the JADIS Regulations). An authorisation does not take that responsibility away from the manager.
When to file
The time limit is no later than 10 days after the data change (Article 25(1) PPTFPĮ; point 13 of the JADIS Regulations).
Beneficial-owner data are filed together with the participants’ data – both when the company is set up and every time changes in the participants are filed (point 12 of the JADIS Regulations). Data on the shareholders of a private limited liability company (UAB) are filed no later than 5 days after the company is registered (Article 41¹(2) of the Law on Companies of the Republic of Lithuania, ABĮ). So in practice both lists are filed straight after registration.
The duty is tied to a change in the data. If neither the shareholders nor the beneficial owners have changed, the same list does not need to be filed again, even if the bank has asked for a “new” one.
If you notice a mistake, you correct it yourselves by annulling the list you filed (point 36.2 of the JADIS Regulations). The previous list then becomes current again. If that one is also wrong, you must file a correct and current list (point 36.2 of the JADIS Regulations). Where international sanctions apply to the company or its beneficial owner, the procedure is different: the Centre of Registers decides whether to annul the list, on a reasoned request and after an opinion of the Financial Crime Investigation Service (Finansinių nusikaltimų tyrimo tarnyba) (point 36.2 of the JADIS Regulations).
Documents on foreign persons
Where the beneficial owner is a foreign national, a copy of their passport or identity card is filed. A notary does not certify these copies. No copy is needed if the foreign person’s data appear in the extract from the foreign legal entity’s register being filed (point 15 of the JADIS Regulations).
For a foreign legal entity, an extract from its register is filed. It is filed legalised in accordance with the Description of the Procedure for Legalisation and Certification by Apostille of Documents. No extract is needed if that country’s register data are public and accessible to everyone without payment (point 16 of the JADIS Regulations).
Documents not in Lithuanian need a translation signed by the translator, except documents in English (point 17 of the JADIS Regulations). When and what kind of translation other institutions need, we explained in Translation, notary and apostille: what your documents actually need.
Where a participant, a beneficial owner or a controlled company is a foreign person, the Centre of Registers checks the data no later than within 3 working days. If documents are missing, approval is postponed and a time limit is set to put the defects right (point 20 of the JADIS Regulations). If they are not put right, a decision refusing to approve the data is taken (point 20 of the JADIS Regulations), and the list is treated as not filed (point 23.3 of the JADIS Regulations). So it is worth having the foreign extract with an apostille before you start filling in the list.
What the bank does with these data
When identifying the beneficial owner, the bank must itself use JADIS and obtain the data on the client’s beneficial owners from it (Article 12(8) PPTFPĮ).
The bank is prohibited from starting a business relationship where the information on beneficial owners has not been filed in JADIS or does not match the information the bank holds (Article 12(12) PPTFPĮ). So in practice a new company files its list in JADIS first, and only then goes to open an ordinary account.
If the bank notices a mismatch, it informs the client and invites it to file accurate information in JADIS (Article 12(11) PPTFPĮ). That is the signal to update the list.
A bank may ask for a newly ordered beneficial-owner extract. The law does not directly require the client to provide one – the bank obtains the JADIS data itself (Article 12(8) PPTFPĮ). But the bank also checks the information against other reliable and independent sources (Article 12(3) PPTFPĮ), and if the client avoids or refuses to provide additional information within the time limit set by the bank, the bank may refuse to carry out transactions or terminate the business relationship (Article 18 PPTFPĮ). So if the bank insists, it is simpler to order the extract.
How to get an extract
A company that has filed its beneficial-owner data is entitled to obtain all of those data and lists (point 33.4 of the JADIS Regulations). A beneficial owner is entitled to obtain all the data about themselves (point 33.3 of the JADIS Regulations). State institutions and persons entitled to it by law, such as banks, obtain more data (points 33.1 and 33.5 of the JADIS Regulations; Article 12(8) PPTFPĮ). Other persons can obtain only an extract of identification data (point 33.6 of the JADIS Regulations).
There are several kinds of extract:
- beneficial-owner extract (often called the full extract in the self-service system) – with the beneficial owners’ data, their calculated share in per cent and all legal entities controlling the company (point 40.1 of the JADIS Regulations);
- extract with history – with current and historical data (point 40.2 of the JADIS Regulations);
- extract of identification data – name, surname, year and month of birth, state of residence, citizenship and the extent of rights (point 40.5 of the JADIS Regulations).
A bank or a foreign partner may be satisfied with the beneficial-owner extract. A request can be submitted in person, through an authorised person, by post or by electronic means. A request sent by email is signed with a qualified electronic signature. The company itself does not have to state the legal basis or the purpose of use in its request (point 44 of the JADIS Regulations). The quickest route is to order the extract in the Centre of Registers’ self-service system.
The extract is provided for a fee, except in the cases listed in the law, for example where a beneficial owner asks for data about themselves (Article 25²(3) PPTFPĮ).
A foreign authority may ask for a “declaration of beneficial ownership”. In that case it is worth providing a JADIS extract, translated and, where needed, certified with an apostille. In which language the extract can be obtained, we covered in the company law FAQ (in Lithuanian).
How to start
Send us the company’s name and its shareholder structure up to the natural persons, with their shares in per cent. If the shareholder is a foreign company, attach its register extract. We will tell you who the beneficial owners are, prepare and file the list in JADIS, or order the extract.
Phone +370 5 212 1506, email info@linden.lt
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