Significant Individual - Indirect Control

Last updated on January 12, 2021
Indirect control refers to situations in which there is an intermediate legal entity or person between the private company and the significant
individual(s). This can happen when a shareholder or rightsholder of your company:
  1. is not a natural person (human being), or 
  2. is a natural person but is holding the votes or shares on behalf of or for the benefit of another. 
If this applies to your situation, you must find out who controls that intermediate entity or person by following the chain of control from the private company to the significant individual(s) at the top. The significant individual you list in your register must be a natural person – that is, a human being – and not controlled by anyone else.
If you conclude that more than one individual has indirect control of your company, you must list them all as significant individuals in the company’s transparency register.     
Read more about:
  1. Indirect control through one intermediate entity or person (simple structures)
  2. Indirect control through two or more entities or persons (complex structures)
  3. Special Rules for Indirect Control

Each type of intermediate entity or person has its own test of control set out in the amendments to the Business Corporations Regulation

Most companies where indirect control is relevant will fall under the first category (Indirect control through one intermediate entity or person), which covers simpler cases. However, if your business has a more complex structure or you have trouble identifying significant individuals with indirect control, please consider contacting a lawyer for help.