Ultimate Beneficial Ownership — The Changing Tide of Regulatory Requirements Worldwide

• UBO regulations are improving but remain flawed - Current systems allow fictional entries like "Santa Claus" as directors, showing that verification processes are inadequate and the framework isn't delivering real transparency.
• Administrative burden can exceed value - Companies with complex global structures face extensive compliance costs across multiple jurisdictions, often just confirming information that's already publicly available.
• Change is coming but slowly and inconsistently - New identity verification processes (like UK Companies House reforms) and better international coordination may improve UBO effectiveness, but significant challenges remain for multinational businesses.

Challenges in Ultimate Beneficial Ownership Regulations

When you discover characters like ‘Santa Claus’ as a company Director and UBO with a registered office at the North Pole, you can’t help but think something’s broken. Having found other names in public registers that would be even more unlikely as a Director, they are symptoms of a global framework still struggling to live up to its own aims.

Ultimate Beneficial Ownership (UBO) refers to one or more individuals who own or control a company, even if they're not the registered owners on file. These individuals benefit from the activities the companies take part in, and often exert significant control over their practices. UBO regulations are repeatedly updated with the ultimate goal of both transparency and consistency for businesses globally.

Despite this being a worthwhile goal, I’ve seen moments of conflicting reports, records, and a big burden placed on compliance that all companies worldwide must adhere to. The implementation of UBO initiatives around the world has increased the burden on corporate secretarial and compliance teams. However, the burden to gather information and evidence, versus the actual transparency delivered, is questionable.

Having worked in the global corporate secretarial space for over a decade, I’ve been aware of the ever-changing role that UBO has had for small and large companies around the world. With this in mind, I’m going to lay out where we stand with UBO and where it could go with a strong set of regulatory requirements that could benefit all of us, for the long term.

Challenges of UBO

The main problem with the majority of UBO initiatives is that they haven’t been built with large corporations or complex ownership structures in mind. It leaves grey areas for interpretation and application, and ultimately does not provide the transparency desired.

Governments, regulators, and banks need to be informed of what’s behind a company so they can look at the following potential areas: 

                •              Terrorist financing

                •              Tax evasion

                •              Sanctions evasion

                •              Corruption and fraud

It may seem unlikely in many cases, but the risk remains nonetheless. But UBO regulations worldwide usually assume simple structures that are local only and nothing more. We’ve had clients with more than 150 entities globally, each required to respond to UBO obligations in various ways. The criteria for a UBO can vary greatly between countries, interpretation of control can take different forms, and the reporting process can be simple, extensive, or somewhere in between.

For some, filings are public, but for others, they can be private or court-sealed. This is where the UBO’s global inconsistency can be an ever-frustrating task. Where large corporations are going through painful processes to identify their UBOs, only to confirm the local directors (information that is already publicly available), you have to ask, what has been gained?

Ultimately, these factors highlight a simple truth — not just for us at Law Debenture, but for other companies worldwide — that while the intention of transparency of company ownership is needed, the execution of UBO reporting is questionable. It creates administrative headaches and countless methods of obligations with payoffs that can be limited in the long run.

What’s Next for UBO Worldwide?

Transparency obligations are only going to increase throughout the decade.

Even as you read this blog post, the regulatory tide is changing for UBO, no matter how many incarnations there are. Trust in the data may increase, but the complexity of companies needing to comply with the different jurisdictions remains. Clearer definitions of who owns what, how much control a registered name has on a company, and more factors are all vital to ensure consistency and transparency in the data.

Another key area is the formal process for verifying individuals. In the UK, The Economic Crime and Corporate Transparency Act requires that Directors and UBOs undertake a verification process. Companies House recently announced this new process will be mandatory from November 18th, 2025. This is something that should curb some of the worst examples, like Santa Claus. When anyone can register names like that or Darth Vader, it couldn’t be clearer that this system needs major improvement, which is why the efforts made by the UK can only be a good thing for everyone going forward.

The introduction of more formal verification of individuals, like the aforementioned UK verification processes, demonstrates more processes to come, but perhaps these endeavours will deliver their intentions more accurately. Improved UBO regulation is moving in the right direction, but there’s still a long way to go. For companies like Law Debenture dealing with multiple jurisdictions worldwide, the complexities of compliance will still be greater than the value of the data we’re being given. 

Conclusion

There’s a clear understanding of the why for UBO regulation. Transparency and consistency will only build trust for businesses, clients, governments, and more globally. But it’s the how that still needs a lot of work.

At Law Debenture, we make sure to support clients across every major jurisdiction when it comes to UBO, helping them to understand what it entails in every country they must register in, without getting lost in the details. The goal that my team and I focus on is to lift the burden, so businesses can focus and thrive on what they want to achieve in the long term, all whilst remaining compliant.

UBO isn’t disappearing any time soon — instead, it’s going to evolve. If regulators and businesses can help the cause with better systems, clearer definitions for the data, and better coordination, there’s a chance that both consistency and transparency will thrive.

For expert guidance on UBO compliance across multiple jurisdictions, connect with Law Debenture's Global Entity Management team. We help businesses navigate complex regulatory landscapes while maintaining operational efficiency.

This article was originally published by FT Adviser with additional CPD content included. Read the original here.