The Beneficial Ownership Registers Interconnection System (‘BORIS’) is a tool to connect the national central registers holding beneficial ownership information of corporate and other legal entities and trusts and other types of legal arrangements. On 22 November 2022, the Court of Justice delivered its judgment in joined cases WM (C-37/20) and Sovim SA (C-601/20) versus Luxembourg Business Registers and invalidated the requirement introduced by Directive 2018/843 amending Directive 2015/849 that Member States must make information on the beneficial ownership of legal persons held in central Registers accessible in all cases to any member of the general public. The Court considered that such indiscriminate public access was neither strictly necessary to prevent money laundering and terrorist financing, nor proportionate and could therefore not justify a serious interference with fundamental rights, namely the right to respect for private life and to the protection of personal data enshrined in Articles 7 and 8 of the Charter. As a consequence of this judgment, the beneficial ownership registers interconnection system (BORIS) currently cannot provide public access to the information held in the national beneficial ownership registers.

There is a perpetual tension between shareholders who wish to maintain anonymity and the governments who demand greater transparency regarding company ownership to combat money laundering. In UK prior to 2016, appointing a nominee shareholder ensured anonymity so long as a written agreement or Declaration of Trust was established. However, with the implementation of the Register of People with Significant Control Regulations 2016, achieving anonymity now demands a strategic approach. A nominee shareholder is a person or company holding shares on someone else’s behalf. The purpose of a nominee shareholder is to have not the shares registered in the name of the beneficial owner. Appointing a nominee assures the beneficial owner of anonymity and privacy. Personal information, such as their home address, will appear on any documents that are part of Companies House’s public record. With a nominee shareholder, the beneficial owner identity can be protected and kept confidential, as well as his personal information such as address and owned assets.

Additionally, it’s difficult for outsiders to determine that a shareholder listed is actually a nominee. This is because the agreement is typically only known between the beneficial owner and the nominee.