Disclosure under the Austrian Financial Markets Anti-Money Laundering Act (FM-GwG) Form for legal entities

Transcription

1 Disclosure under the Austrian Financial Markets Anti-Money Laundering Act (FM-GwG) Form for legal entities The Austrian Financial Markets Anti-Money Laundering Act (FM-GwG), the Fourth EU Anti-Money Laundering Directive and the Austrian Beneficial Ownership Register Act (WiEReG) stipulate that credit and financial institutions have to obtain certain items of data and information from their clients before establishing a business relationship or carrying out an occasional transaction outside a business relationship. These data and information have to be updated on a regular basis. With a view to these regulatory requirements, we would ask you to provide with the necessary information by filling in this form and making suitable documents and deeds available. 1. General client details Name of entity: Commercial register number: Registered or statutory address of the entity: Street name, number: Post code, city: Country: The registered or statutory address is also the place of effective management: O Yes O No If the registered or statutory address is not the place of effective management, please indicate the place of effective management: Street name, number: Post code, city: Country: 1

2 Contact person: Title, first and last name: Telephone number: address: 2. For own account or for account or on behalf of another We do business with O for own account O for account or on behalf of another If business with is done for account or on behalf of another, please indicate the names of all such persons (trustors): Trustor is a legal entity: Name of legal entity: Street name, number: Post code, city: Country: Trustor is a natural person: Title, first and last name: Date of birth: Place and country of birth: Nationality: Residential address: 2

3 Street name, number: Post code, city: Country: Pursuant to section 6 (3) FM-GwG, the client (trustee) is under the obligation to provide evidence of the identity of the principal (trustor). In the case of natural persons, the identity of the trustor has to be evidenced by presentation of the original or a copy of an official photo ID. In the case of legal entities, documents with probative value (such as company or commercial register excerpts) have to be provided. If business is being done for account of or on behalf of another, a separate form has to be submitted for the trustor, with sections 1, 4 and 6, and, where applicable, also section 2, have to be filled in. Furthermore, the trustee has to submit a declaration in writing stating that he or she has established the identity of the trustor either in person or through reliable intermediaries (e.g. courts and other government entities, notaries, attorneys-at-law, credit and financial institutions with a registered address in a member state). 3. Authorised representatives Indicate the legal representatives and any other authorised agents who will represent the client within the scope of any business with. Do not indicate legal representatives or holders of power of attorney who are not expected to represent the client in the specific business relationship with KA Finanz AG. Furthermore, do not indicate persons authorised to sign on the account. Legal representatives Legal representatives are persons who, on the basis of commercial law or other legal provisions, are authorised to represent the legal entity vis-à-vis outsiders, such as, for instance managing directors under commercial law and executive directors, but not, for instance, non-executive directors or members of a supervisory board. 3

4 First name Last name Date of birth Place and country of birth Nationality Country of residence Function at the legal entity For each legal representative indicated, provide a copy of an official photo ID. Authorised agents Other authorised agents represent the legal entity on the basis of a power of attorney, for instance general statutory power of attorney (Prokura) or special power of attorney. 4

5 First name Last name Date of birth Place and country of birth Nationality Country of residence Function at the legal entity For each authorised agent who represents the client to the KA, has to provide a copy of an official photo ID. 4. Disclosure of beneficial owners Pursuant to section 6 (3) (2) FM-GwG, credit and financial institutions have to request their clients to disclose the identity of the client s beneficial owner and their ownership and control structures before entering into a continuous business relationship with such clients. Clients have to comply with such request and, while the business relationship persists, also notify any changes in this respect without delay and without being asked to do so. Beneficial owners of an entity are the natural persons ultimately owning or controlling the entity. Section 5 of this form provides a definition of the term beneficial owner based on the relevant provisions of WiEReG and FM-GwG. Please read section 5 carefully before filling in this section 4. 5

6 Direct and indirect beneficial owners of companies We are a company that has beneficial owners within the meaning section 2 WiEReG. In the table below, we disclose the identity of said beneficial owners. First name Last name Date of birth Place and country of birth Gender Nationality/ies Country of residence Type of beneficial ownership Please use the following codes for indicating gender and type of beneficial ownership: M F male female dir ind direct beneficial owner indirect beneficial owner Direct and indirect beneficial owners of companies We are a company which is either directly or indirectly owned by natural persons, but none of these natural persons holds more than 25% of the shares or voting rights. An organisational chart or a list of shareholders has been enclosed with this form. In the table below, we disclose our senior management officials as subsidiary beneficial owners. We are an entity without owners (such as an association). In the table below, we disclose our senior management officials as subsidiary beneficial owners. 6

7 We are a company 50% or more of which are owned directly or indirectly by an entity without owners or an entity which has no owners due to its legal nature (such as a public corporation). An organisational chart has been enclosed with this form. There are no other natural persons who either directly or indirectly control more than 25% of the shares or voting rights. In the table below, we disclose our senior management officials as subsidiary beneficial owners. First name Last name Date of birth Place and country of birth Gender Nationality/ies Country of residence Function at the legal entity Please use the following codes for indicating gender: M F male female 7

8 Listed company There is no obligation under section 2 (3) FM-GwG to request such information because our company or a company which directly or indirectly owns it is listed on a stock exchange in an EU member state or in an equivalent third country that is subject to disclosure requirements concerning voting rights consistent with Union law or subject to equivalent international standards which ensure adequate transparency. Please indicate the stock exchange and the identification number. Name of listed entity: Name of stock exchange: Identification number/isin: If it is not the client, but a direct or indirect owner company that is listed, enclose an organisational chart which explains the chain of ownership from the client to this owner company. Beneficial owners of trusts, foundations and funds We are a trust, a foundation or a public fund. In the table below, we disclose our beneficial owners. Where the officers of the trust e.g. the trustee or protector are themselves legal entities, please indicate their beneficial owners and enclose an organisational chart. 8

9 First name Last name Date of birth Place and country of birth Gender Nationality/ies Country of residence Type of beneficial ownership Please use the following codes for indicating gender and type of beneficial ownership: M F male female T B S P OtherCon Trustee Beneficiary Settler, founder, or trustor Protector Beneficiary ownership trough exercise of other control No beneficial owner We are a public corporation or comparable entity which does not come within the scope of WiEReG and therefore has no direct, indirect or subsidiary beneficial owner within the meaning of this Act. 9

10 Disclosure of ownership structure Please enclose an organisational chart of the ownership structure of your legal entity with this form. The organisation chart has to specify all legal entities in the chain of ownership from the client to the beneficial owners, with the country of registration and percentage of equity interest or control indicated for each such entity. 5. Definition of beneficial owner Pursuant to section 2 WiEReG, beneficial owners are any natural persons who ultimately own or control a legal entity. Definition of entity Section 2 WiEReG makes a distinction between the following entities: Companies Trusts and legal arrangements similar to trusts Beneficial owners of companies Beneficial owners of companies are all natural persons who hold, directly or indirectly, a a sufficient ownership interest or a sufficient percentage of the voting rights or otherwise exercise control over the management of the company or, alternatively if no such person can be determined the natural persons who are senior management officials of the company. Direct beneficial owner: A natural person having a shareholding of 25% plus one share or an ownership interest of more than 25% in the company. Indirect beneficial owner: If a legal entity has an ownership interest of more than 25% in a company and a natural person directly or indirectly controls such legal entity, such natural person is the indirect beneficial owner of the company. Subsidiary beneficial owner: If, having exhausted all possible means, no direct or indirect beneficial owners are identified, the natural persons who hold the position of senior managing officials (e.g. the members of the executive board or management) have to be identified as beneficial owners. This applies in particular for companies where there are no natural persons who directly or indirectly control more than 25% of the shares or voting rights. Likewise, in the case of companies over which entities without owners or public corporations exercise either full control or hold a majority, the senior managing officials have to be identified as subsidiary owners, unless there is another natural person who holds more than 25% of the shares or voting rights in the company. 10

11 Control means holding an ownership interest of more than 50%. Control is also conferred to a trustor, settlor or comparable person through a trusteeship or a comparable legal relationship. In the case of a trusteeship, both the trustee and the trustor are deemed to be direct and indirect beneficial owners. If multiple legal entities which are directly or indirectly controlled by the same natural person have an aggregate ownership interest of more than 25% in the company, such natural person is the indirect beneficial owner of the company. Any shares in the company held directly by such natural persons have to be added in as well. In the case of entities without owners (e.g. associations), the senior management officials are deemed to be the beneficial owners. Beneficial owners of trusts, foundations and funds The following natural persons are the beneficial owners of trusts, foundations and funds: the founder, settlor or trustor the trustees the beneficiaries the protector, if any the members of the board of the foundation or fund any other natural person exercising ultimate control over the trust, foundation or fund by other means. Public corporations Public corporations do not come within the scope of application of WiEReG. For this reason, it is not necessary to identify beneficial owners for public corporations, not even subsidiary ones. 6. Politically exposed persons Politically exposed persons are natural persons who are or have been entrusted with a prominent public function, either nationally or internationally. However, certain family members of such persons known to be close associates are also considered to be politically exposed persons. Section 7 of this form provides a definition of the term politically exposed person based on the relevant provisions of FM-GwG. Please read section 7 carefully before filling in this section 6. 11

12 Trustor is a politically exposed person The natural person indicated as trustor in section 2 is a politically exposed person because he or she is entrusted with a prominent public function or was so entrusted in the past 12 months. Function held: The natural person indicated as trustor in section 2 is a politically exposed person because he or she is either a family member or a person otherwise known to be a close associate of the holder of a prominent public function. Name of function holder: Function held: Relationship with function holder: Beneficial owner is a politically exposed person One or more of the natural persons indicated as beneficial owners in section 4 are politically exposed persons because they are entrusted with a prominent public function or were so entrusted in the past 12 months or are family members or persons otherwise known to be close associates of the holder of a prominent public function. In the table below, we disclose the relevant details. Use the column Function held by him/herself to specify a prominent public function exercised by the beneficial owner him/herself. If the beneficial owner is a politically exposed person because he or she is a family member or otherwise known to be a close associate of the holder of a prominent public function, use the four sub-columns under Family member/close associate to provide the details on the relevant function holder. 12

13 First name Last name Function held by him/herself Family member/close associate First name of function holder Last name of function holder: Function held Relationship with function holder 7. Definition of politically exposed person Politically exposed persons are natural persons who are entrusted with prominent political functions in Austria or abroad or in international organisations or have been so entrusted until at least one year before. However, certain family members of persons holding prominent political functions or persons known to be close associates are also considered to be politically exposed persons. In general, the term politically exposed person covers only the top-most level of any given hierarchy. Middle-ranking or more junior officials are not deemed to be politically exposed persons. Public functions below the national level have to be deemed prominent only if their political significance is comparable to similar positions at the national level. 13

14 The following are deemed to be persons holding prominent political functions: Heads of state, heads of government, ministers and deputy or assistant ministers Members of parliament or of similar legislative bodies Members of the governing bodies of political parties Members of supreme courts, of constitutional courts or of other high-level judicial bodies the decisions of which are not subject to further appeal, except in exceptional circumstances Members of courts of auditors or of the boards of central banks Ambassadors, chargés d affaires and high-ranking military officers Members of the administrative, management or supervisory bodies of state-owned enterprises in which the central or a regional government exercises control in the extent of at least 50% Directors, deputy directors and members of the board or equivalent function of an international organisation Please note that members of regional parliaments, mayors, municipal counselors and members of management or supervisory bodies of municipal enterprises are not deemed to be politically exposed persons. Family members of a politically exposed person include the spouse, or a person considered to be equivalent to a spouse or life partner, of a politically exposed person the children (including adopted children and foster children) of a politically exposed person and their spouses, or persons considered to be equivalent to a spouse, or life partners the parents Persons known to be close associates are natural persons who are known to have joint beneficial ownership of legal entities or legal arrangements (foundations, trusts) with a politically exposed person natural persons who have sole beneficial ownership of a legal entity or legal arrangement which is known to have been set up for the de facto benefit of a politically exposed person a) natural persons who are known to have any other close business relations, with a politically exposed person 14

15 8. Documents to submit The following documents have to be enclosed with the declaration to facilitate the tracing of the ownership and control structure of the company: Company or commercial register excerpt (not older than 6 weeks) Presentation of the chain of ownership in an organisational chart Articles of association and certificates of appointment of the persons currently having power of representation (in the case of companies not entered in a company register) Share register excerpt (in the case of stock companies with registered shares) Minutes of the most recent general meeting of shareholders, including an attendance list (in the case of stock companies with bearer shares) List of shareholders Extended excerpt from the register of beneficial owners Foundation deed Copies of the ID of the authorised representatives and the beneficial owners The list above is not exhaustive. In individual cases, the type of document to submit depends on the legal particularities of the legal entity at issue. 9. Authorised company signature We confirm that we have verified all the details stated in this form and that, to the best of our knowledge and belief, they are true, complete and correct. We undertake to notify of any changes in these details in writing without delay. Place, date Name of the entity/legally binding signature Name of the signatory Function at the legal entity Name of the signatory Function at the legal entity 15