Guide to drafting effective legislation for beneficial ownership transparency
Approaches to legislative reform
Creating a standalone law or amending existing laws
Broadly, there are currently two approaches to legislating for BOT. Whilst some governments opt for new, standalone laws on BOT, others embed BOT provisions in existing legislation through legislative amendments. In the latter, the amendments can either be embedded through an omnibus bill – a single piece of legislation that simultaneously amends several pieces of related legislation – or by amending one or several existing pieces of legislation separately. In the former, a new law providing a comprehensive framework for beneficial ownership is enacted. There are advantages and disadvantages to both of these approaches, and the best approach will depend on the context, the legislative drafting customs and processes, and the legal systems and forms of government of the jurisdiction in question. A country may alternate between approaches at different points in time when iterating on reforms.
Standalone approach
The standalone approach involves enacting specific primary legislation specifically for the implementation of BOT through the establishment of a BO register and related requirements. This could be in the absence of previous BOT legislation or in an attempt to review and centralise the existing legislative framework to address a specific policy objective or strategic objective. This law should set the standard and primary framework for the implementation of BOT. Foundational concepts should be laid out in this standalone law.
Potential benefits
A standalone law can ensure that all relevant provisions are housed in the same legislative act, which can enable consistency and enforceability, as it can remove any doubt as to the authority of the respective implementing agencies and clearly restate the policy goals behind implementation. With standalone legislation in place, government agencies could cross-reference this standalone law and provide more nuanced provisions for BOT, e.g. those specific to a particular sector (e.g. the extractive sector) or subject matter (e.g. tax) not covered in the standalone legislation. This can make the legislative framework for BOT easier to understand and comply with, and prevent unnecessary administrative burden and duplication.
For countries where different laws govern specific corporate vehicles, such as the Limited Liability Partnership Act, the Companies Act, the Close Corporations Act, and the Trustees Act, standalone legislation could serve the purpose of consolidating the BOT requirements into one law, thereby making it more accessible. This could be particularly helpful to trust and company service providers, who may assist various types of corporate vehicle. A standalone law can also consolidate different BOT provisions from several pieces of legislation, providing an agreed position on core elements of a BOT regime, such as definitions and reporting obligations. This can ensure that BO disclosure requirements apply uniformly.
Another consideration is the principle of hierarchy between specific and general laws, jurisprudentially, the lex specialis principle. It states that where two laws govern the same factual situation, a law governing a specific subject matter prevails over the general law, unless there is a clear intent for the general law to prevail. [8] This principle prevents the simultaneous application of special and general rules on a subject matter, [9] and can guide statutory interpretation in cases of conflicting laws. Whilst effective legislation should be consistent and not contain any conflicts, this may occur in practice. For example, multiple laws may define core concepts of beneficial ownership, such as control, differently, which could create ambiguity on what definition to apply when complying with reporting requirements. For countries where this doctrine is applicable, a standalone law could secure the enforceability of a standard definition and remove room for different interpretations, especially in the case of new laws and regulations and the absence of case law. A standalone law can streamline the provision and roll-out of guidance to different implementing agencies.
There may still be certain contexts where BO may have to be defined differently. In these instances, where there is a justifiable reason for multiple definitions of a beneficial owner to exist, the standalone law could simply cross-reference such provisions or laws and indicate the instances where they are applicable.
Box 2. Country example: United Kingdom
In the United Kingdom (UK), Schedule 2 of the Economic Crime (Transparency and Enforcement) Act 2022 (ECTEA) defines a beneficial owner for the purposes of the UK’s Register of Overseas Entities (ROE). [10] In its definition it includes individuals who:
- hold more than 25% of shares or voting rights in the company;
- hold the right to appoint or remove the majority of the board of directors of the company;
- have the right to exercise, or actually exercise, significant influence or control over the company.
However, the concept of beneficial ownership has been defined differently in UK tax law for the purpose of enforcing tax treaty laws; it is defined as “‘the sole and unfettered right to use, enjoy or dispose of’ the asset or income in question”. [11]
Potential drawbacks
Beneficial ownership relates to the rights afforded by ownership in law – such as control through voting rights, or benefit through dividend payments. It is a particularly helpful concept where these rights are split, e.g. where an individual can control or benefit from a corporate vehicle without direct, legal ownership. BOI can be seen as a logical extension of information that needs to be disclosed by companies for their proper functioning in society. With a standalone law, BOI may be perceived as separate from the broader compliance framework for companies, and broader access to this information may not be seen as justified if it does not form part of the information that companies need to disclose in order to ensure a well-functioning business environment.
In the majority of countries, international standards such as those set by the FATF, UNCAC, the Organisation for Economic Co-operation and Development (OECD), and the Extractive Industries Transparency Initiative (EITI), are a main driver of BOT reforms. [12] The review processes of these standards mean that, in most cases, countries have to make progress with implementation within a short period of time. Consequently, processes like legislative amendments are often under time pressure and rushed. Developing and enacting a standalone law requires considerable time, resources, extensive and ongoing consultation, and legal capacity, particularly if the standalone law is also serving the purpose of consolidating several pieces of legislation and providing an agreed position on core concepts of BOT. In light of the practical reality in many countries, the standalone approach may be less feasible.
Box 3. Country example: Cayman Islands
The Beneficial Ownership Transparency Act, 2023 in the Cayman Islands applies to six different types of corporate vehicles – companies, limited liability companies, limited liability partnerships (LLPs), limited partnerships, foundation companies, and exempted limited partnerships. [13] The authorities responsible for operationalising the provisions of the Beneficial Ownership Transparency Act and making regulations are the respective registrars in charge of the different corporate vehicles and the minister responsible for financial services.
Prior to the Act, rules on BO disclosure were included in several pieces of legislation, [14] including the Companies Act, the Limited Liability Companies Act, and the Limited Liability Partnership Act. With the Beneficial Ownership Transparency Act, these BO provisions have been consolidated, harmonised, and codified in a single law. [15] This is intended to make it easier for users of the regime to identify and understand their obligations. [16]
In addition, the Act amended the definition of “beneficial owner” in a way that makes it conceptually more aligned with the definition under the Cayman Islands Anti-Money Laundering Regulations (the AML Regulations). [17] However, one notable difference is that the relevant threshold for determining beneficial ownership is 25% or more in the Beneficial Ownership Act and 10% or more under the AML Regulations. This amendment is expected to increase consistency across legislation in the Cayman Islands where the concept of beneficial ownership is used so that corporate vehicles and their service providers do not need to be familiar with the rules, and can apply different rules for different regimes.
Embedded approach
This approach entails establishing the basis for the collection of BOI in existing legislation, such as laws governing companies, trusts, or anti-money laundering/combating the financing of terrorism (AML/CFT) requirements, with secondary legislation providing further detail.
Potential benefits
The embedded approach includes BO reporting obligations in existing requirements to provide and update basic information about a corporate vehicle, such as the requirement to file annual returns; provide information about directors and shareholders; and record any changes to the constitution of an entity. It therefore takes a holistic view of the information required for a well-functioning business environment, and sees BOI as part of this. This may provide better legal grounds for broader access. This framing may also affect how government agencies, reporting corporate vehicles, and professional service providers view BO reforms, and allows for better integration with existing compliance requirements. For example, nominee directors and shareholders may be used to create opaque ownership and control structures. The disclosure of these nominee relationships is closely related to and can form part of BOI. This is an argument for these types of requirements being better placed in legislation governing companies, along with BO provisions. Thus, amending existing legislation may be more efficient than enacting standalone laws, as it leverages established legislative and administrative processes as well as enforcement mechanisms.
Countries may leverage on the efficiency of this approach to demonstrate progress within a short period of time to international standard-setting bodies like the FATF and the OECD. For example, it may be less cumbersome for a country to amend its Companies Act and include, at the very least, a definition of a beneficial owner and obligations for disclosure, leaving other details to be ironed out in subsidiary legislation, than to pass a standalone law. Both public consultations and the passage of these provisions through parliament may take less time than for a new standalone bill. Therefore, with the embedded approach, countries may be able to achieve incremental wins and demonstrate progress within a shorter period of time than it would if a standalone approach was adopted.
Potential drawbacks
Embedding BO provisions within existing legislation may increase the complexity of existing regulatory frameworks. This could make it more difficult for stakeholders to navigate and comply with regulatory requirements. A country may also have to amend several pieces of legislation to cover all relevant entities and nuances for specific sectors, sometimes in quick succession. This means that extra caution is required to avoid inconsistencies in the BO provisions. For example, the BO provisions in a Companies Act may be limited to companies. Specific requirements and nuances for other corporate vehicles such as trusts or LLPs will have to be covered in their respective legislation. Which law the provisions are embedded in will have a bearing on the grounds for access. For example, embedding the provisions in AML legislation may limit the grounds for access to a broader range of users.
Box 4. Country examples: Ghana, Namibia, South Africa, and Zambia
In Ghana, BOT was legislated for through the 2019 amendment to the Companies Act, which defines beneficial ownership and provides a legal basis for the creation of a central register of beneficial owners. The Companies Act makes the provision of information on beneficial owners part of the requirements for registering or incorporating a company in Ghana. It also includes BOI as part of the information a company should keep in their register of members, and makes BO part of the annual returns filing. The Companies Act delegates powers to the Registrar of Companies to make secondary regulations to aid the implementation of a BO regime. More comprehensive provisions on Ghana’s BO disclosure regime are detailed in its 2023 Companies Regulations. [18] Following the amendment to the 2019 Companies Act, the Anti-Money Laundering Act – which also regulates business entities such as limited liability companies – was amended in 2020. The amendment includes a definition of a beneficial owner for AML purposes, which differs from the definition in the Companies Act.
In Namibia, the government legislated for BOT in 2023 by amending the Financial Intelligence Act, the Companies Act, and the Close Corporations Act, and enacting a new Trust Administration Act. These laws were amended simultaneously, and they required careful consideration and coordination across the legal drafters and relevant agencies involved to ensure consistency.
In South Africa, the General Laws (Anti-Money Laundering and Counter Terrorism Financing) Amendment (GLA) Bill proposed to amend five existing pieces of primary legislation. The initial draft proposed to house the definition of beneficial ownership in the Financial Intelligence Centre (FIC) Act, and place references to this definition in the Companies Act, Trust Property Control Act, Nonprofit Organisations Act, and the Financial Sector Regulation Act. Consultations of the initial draft of the GLA Bill revealed significant concerns that the bill would increase the complexity of existing regulatory framework, and would make it more difficult for stakeholders to navigate and comply with regulatory requirements. Specifically, there were concerns over the potential unintended consequences of the use of other terms such as “client” and “accountable institution” in the FIC Act, which were not relevant to other Acts amended by the GLA Bill. Consequently, beneficial ownership was defined in the context of each Act, whilst retaining the uniformity of the core concepts of beneficial ownership to the extent possible. The GLA Bill became law in 2022. [19] In 2023, the Tax Administration Laws Amendments Bill, 2023 initially proposed that the definition of beneficial ownership of a partnership should cross-refer to the FIC Act definition. However, a separate definition was inserted into the Bill for the same reason separate definitions were inserted under each of the acts amended by the GLA Act. [20]
Similarly, Zambia’s BOT provisions are embedded in legislation through amendments to the Companies Act in 2017 and 2020, which contain core provisions, such as the definition of a beneficial owner, the obligation to disclose and update BOI, and the requirement for the Patents and Companies Registration Agency (PACRA) to establish a central register of beneficial owners. More detailed provisions on BOT are provided in Zambia’s Companies (General) Regulations of 2019.
Those making the choice between a standalone approach and an embedded approach to BO legislation should consider a number of factors, such as the legal and regulatory context, including the jurisdiction’s legal system, form of government, institutional capacity and, more importantly, the policy objectives of the reforms. Both approaches have their merits and challenges, and countries must carefully consider these factors when designing their BO regulatory frameworks. Whilst some countries like Kenya and Nigeria have embedded BO provisions in their respective primary legislation, they have standalone secondary legislation for BOT. Regardless of the approach a country chooses to adopt, considerations must be made to other existing legislations that may have a bearing on the legislation on BOT, particularly legislations that also regulate the operations of legal persons and arrangements.
Considering other legislation
Corporate vehicles are an integral part of society, and different aspects of their operations are governed by a range of laws, regulations, and regulators. For legislation on BOT to be effective, it should be coherent with broader legal and regulatory frameworks, particularly those that regulate corporate vehicles. Therefore, it is important that when a government plans to legislate for BOT reforms consideration is given to all the other pieces of legislation that may have a bearing on the BOT legislation. The approach South Africa took included a holistic review of the existing legislative framework, establishing a legislative review drafting committee that liaised closely with a committee that oversaw South Africa’s FATF mutual evaluation follow-up process, as well as a standing legal and policy sub-committee of the Inter-Departmental Committee on BOT.
Considering other relevant legislation is key to avoiding inconsistencies and ambiguities in the legal framework. Ensuring the framework is clear also facilitates and enables compliance for corporate vehicles. For example, most jurisdictions will already have a definition of BO in their laws, most likely in their AML legislation relating to KYC/CDD obligations, and this definition may contain a threshold for establishing beneficial ownership. [21] In some cases, BO reporting requirements may even exist in specific legislation, such as those governing the extractive sector. Multiple, conflicting definitions can create legal ambiguity and increase the compliance burden. Therefore, it is important to understand existing regulatory frameworks, as this will inform the design of laws that are implementable and align with existing compliance and enforcement mechanisms. Existing laws will also need to be reviewed to ensure the effective use of BOI. The analysis of existing legislative and regulatory frameworks should be considered along with international standards.
The table below highlights a range of laws that are likely important to be considered when a country is legislating for BOT. This will differ per legal context, and may not be exhaustive. It also includes specific considerations for each type of law.
Table 1. Overview of considerations for relevant legislation
| Type of legislation | Specific considerations |
|---|---|
|
Legislation relating to any of the corporate vehicles covered, for example: – company law – partnership law – trust law – laws governing non-profit organisations – laws governing stock exchanges and listed companies |
– What existing reporting obligations do corporate vehicles have? – Does any of this information relate to the concept of beneficial ownership? – Are corporate vehicles required to file periodic updates to a regulatory authority? – Who is the registrar or relevant authority that registers and regulates corporate vehicles, and what authority or powers do they have? – Are there any existing definitions of beneficial ownership? Do these include specific criteria or thresholds, particularly for ownership and voting rights? – Are there any existing BO reporting requirements? – Are relevant terms such as “control”, “substantial economic interest”, and “significant influence”, already defined in any of these laws, regulations, or guidance? – Will any amendments need to be made to require and enable the use of BOI? |
| AML legislation | |
| Tax legislation | |
| Banking and finance legislation | |
| Legislation relating to relevant policy areas, such as legislation on procurement, extractive industries, and fisheries | |
| Privacy and data protection legislation |
– What rights do citizens have that may be affected by the collection and sharing of personal data? – What relevant rights do citizens have under digital government, information, and transparency legislation? – What legal provisions need to be put in place for the processing and retention of personal data? – How can the access to information be designed to be both proportional and necessary to the infringement on other existing rights? What safeguards need to be put in place? – Are particular types of personal data envisioned to be collected classed as sensitive? – How do privacy and data protection laws, and digital government, information, and transparency laws affect any plans for the sharing of data between government agencies? |
| Digital government, information, and transparency legislation [22] | |
| Relevant international conventions and agreements | – What legal provisions or mechanisms need to be put in place to comply with these multilateral/bilateral agreements? |
It is important to note that considering these laws does not imply that they need to be amended or modified. It may be necessary for some specific definitions and obligations to exist within other areas of law, such as in bank licensing or for double taxation agreements. The core concepts of these definitions should be harmonised to the extent possible. The value of this exercise is for legal drafters to understand existing legislation and, where necessary, cross-reference these provisions, or flag them in secondary legislations and guidance. [23]
Primary and secondary legislation
Governments have taken different approaches to the amount of detail on specific aspects of BO disclosure to include in either primary or secondary legislation. There are a number of context-specific considerations that may determine how best to strike this balance, including the relative weight and power of primary and secondary legislation in a country. For example, given that it is typically more difficult to amend primary legislation than secondary legislation, including many details in primary legislation can protect reforms against future political changes. However, it will also require a higher level of technical knowledge among parliamentarians and for the purposes of public consultation. As BOT is a relatively nascent policy area, and standards are still changing, some iteration will be expected and required.
Placing certain details in secondary legislation can enable an iterative approach, provided there is sufficient technical and legal knowledge in the executive to produce regulations. It can also allow for greater specialisation and expertise in drafting detailed rules tailored to specific areas of law. This is particularly useful for technical areas of law and policy like BOT. However, placing too many details in secondary legislation may avoid the parliamentary scrutiny and oversight necessary to produce good reforms that are broadly supported and understood. All these aspects should be considered when assessing which level should be placed in primary legislation versus secondary legislation.
Generally, the process of enacting primary legislation is more comprehensive and robust than the process for establishing secondary or delegated legislation. Primary legislation sets out the fundamental principles, obligations, rights, and powers of relevant stakeholders whilst secondary legislation provides more detailed rules and procedures to enable the implementation of the provisions in primary legislation. In the design of a legal framework for BOT, countries should at the bare minimum ensure that primary legislation sets out the why and the what. This includes the objectives for the legislation; definitions; obligations for providing, collecting, storing, and sharing BO data; and the requirement for the establishment of a central register. Secondary legislation could then be used to specify the how, including details on how to identify beneficial owners; how the information should be collected; specific mechanisms for verifying BOI; the exchange of information between authorities, reporting entities, and other potential users of data; specific information that should be provided; and specific sanctions for noncompliance, among others. Where certain details are not contained in primary legislation, these should be sufficiently covered in secondary legislation with relevant references to primary legislation. In all cases, globally accepted best practices on legislative drafting and regulatory policy should be applied.
It is crucial to acknowledge that jurisdictions have different levels of technical capacity and knowledge with respect to legislative drafting and regulatory management. Whilst this guide aims to help address part of the technical knowledge gap, this is not a replacement for comprehensive and longer-term technical and funding support that may be required for effective implementation of BOT reform. This type of support is provided by a range of international organisations, national development agencies, and multilateral agencies.
It is also worth noting that some countries may implement BOT within different legal systems, such as civil, common, customary law, or a combination, and different systems of government – for example, a presidential system where legislation can issue decrees that are enacted without parliamentary intervention. Whilst the specific drafting, codification, and implementation processes might vary according to each country’s specific context, the core components of a robust legislative framework discussed in this guide apply in all cases.
Endnotes
[8] Sharon Hofisi and Knowledge G. Moyo, “The Lex Specialis Principle and Transformative Justice: Analysis of the European Court of Human Rights’ Decisions in Hassan and Jaloud”, International Journal of Politics and Good Governance 10, no. 10.2: (2019), http://www.onlineresearchjournals.com/ijopagg/art/312.pdf.
[9] Silvia Zorzetto, “The Lex Specialis Principle and its Uses in Legal Argumentation. An Analytical Inquire”, Eunomía, no. 3: (September 2012–February 2013), 61–87, https://e-revistas.uc3m.es/plugins/generic/pdfJsViewer/pdf.js/web/viewer.html?file=https%3A%2F%2Fe-revistas.uc3m.es%2Findex.php%2FEUNOM%2Farticle%2Fdownload%2F2093%2F1027%2F.
[10] UK Government, Economic Crime (Transparency and Enforcement) Act 2022, Schedule 2, Part 2, https://www.legislation.gov.uk/ukpga/2022/10/schedule/2/enacted#schedule-2-part-2.
[11] See: UK Government, HM Revenue & Customs, “INTM332010 - Double Taxation Claims and applications: Beneficial ownership: What beneficial ownership is”, updated 2 August 2024, https://www.gov.uk/hmrc-internal-manuals/international-manual/intm332010.
[12] EITI, EITI Standard 2023 (Oslo: EITI, 2023), https://eiti.org/eiti-standard; FATF, FATF Recommendations; OECD, Standard for Automatic Exchange of Financial Account Information in Tax Matters: Implementation Handbook, (Paris: OECD Publishing, 2017), https://www.oecd.org/content/dam/oecd/en/publications/reports/2017/03/standard-for-automatic-exchange-of-financial-account-information-in-tax-matters-second-edition_g1g73eb6/9789264267992-en.pdf; UNODC, “Conference of the States Parties: 9th session - resolutions & decisions: Resolution 9/7 — Enhancing the use of beneficial ownership information to facilitate the identification, recovery and return of proceeds of crime”, 2021, https://www.unodc.org/corruption/en/cosp/conference/session9-resolutions.html#Res.9-7; UNODC, “CoSP10: Resolutions and Decisions”, CAC/COSP/2023/L.10/Rev.1 (future reference number 10/6)
Enhancing the use of beneficial ownership information to strengthen asset recovery, 2023, https://www.unodc.org/documents/treaties/UNCAC/COSP/session10/resolutions/L-documents/2325375E_L.10_Rev.1.pdf.
[13] Cayman Islands government, The Beneficial Ownership Transparency Act (Act 13 of 2023), Supplement No. 1, Legislation Gazette no. 41, 15 December, 2023, 8, https://legislation.gov.ky/cms/images/LEGISLATION/PRINCIPAL/2023/2023-0013/BeneficialOwnershipTransparencyAct2023_Act%2013%20of%202023.pdf.
[14] See: “The Companies (Amendment) Bill, 2023”; “The Limited Liability Companies (Amendment) Bill, 2023”; “The Limited Liability Partnership (Amendment) Bill, 2023”; “The Foundation Companies (Amendment) Bill, 2023”; “The Mutual Funds (Amendment) Bill, 2023”; “The Insurance (Amendment) (No.2) Bill, 2023”; “The Companies Management (Amendment) (No.2) Bill, 2023”; “The Banks and Trust Companies (Amendment) Bill, 2023”; and the “The Virtual Assets (Services Providers) (Amendment) (No.2) Bill, 2023” on: Cayman Islands government, “Cayman Islands Legislation - Bills by Year”, updated 2024, https://legislation.gov.ky/cms/bills/bills-by-year.html?view=bills_by_year.
[15] Michael Klein, “Cayman Islands Enhances and Consolidates Beneficial Ownership Legislation”, Cayman Finance, 27 November 2023, https://caymanfinance.ky/2023/11/27/cayman-islands-enhances-and-consolidates-beneficial-ownership-legislation/.
[16] Walkers, “Proposed changes to the beneficial ownership regime in the Cayman Islands”, Lexology, 5 September 2023, https://www.lexology.com/library/detail.aspx?g=f29c0dfc-cc00-452d-bf9c-9795b788080f.
[17] Cayman Islands government, Anti-Money Laundering Regulations (2023 Revision), Proceeds of Crime Act (2020 Revision), Supplement No. 1, Legislation Gazette, no. 1, 12 January 2023, https://www.cima.ky/upimages/lawsregulations/Anti-MoneyLaunderingRegulations2023Revision_1673895715.PDF.
[18] Government of Ghana, Companies Regulations 2023, L.I. 2473, https://orc.gov.gh/legislation/COMPANIES-REGULATIONS%202023.pdf.
[19] Republic of South Africa, General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Act 22 of 2022, Government Gazette, Vol. 690, No. 47815, 29 December 2022, https://www.gov.za/sites/default/files/gcis_document/202212/47815anti-moneylaunderingact22of2022.pdf.
[20] National Treasury and SARS, “Final Response Document on the 2022 Draft Rates and Monetary Amounts and Amendment of Revenue Laws Bill, 2022 Draft Taxation Laws Amendment Bill and 2022 Draft Tax Administration Laws Amendment Bill”, 16 January 2023, https://www.sars.gov.za/wp-content/uploads/Legal/RespDocs/Legal-LPrep-Resp-2022-01-Final-response-document-on-the-2022-Draft-Tax-Bills-16-January-2023.pdf.
[21] See FATF Recommendation 10: FATF, FATF Recommendations, 14–15, 66–75.
[22] These could be laws and regulations that govern or require the use of digital technologies by governments (e.g. the Netherlands’ Digital Government Act) or laws that govern the storage, retention, and transparency of public sector information (e.g. Mexico’s General Archives Act). These laws may be aimed at improving service delivery, increasing efficiency, and enhancing citizen engagement. See, for example: Government of the Netherlands, “Digital Government Act (Wdo)”, Digital Government, https://www.nldigitalgovernment.nl/overview/legislation/digital-government-act-wdo/; Government of Mexico, “Ley General de Archivo (LGA)”, Secretaria de Gobernación, https://www.inm.gob.mx/static/transparencia/pdf/GUIA_LEY_GENERAL_ARCHIVO.pdf.
[23] For useful tools and checklists for the purposes of conducting comparative analysis, see: OECD and IDB, A Beneficial Ownership Toolkit (s.l., OECD and IDB, 2019), https://publications.iadb.org/en/beneficial-ownership-implementation-toolkit; and OECD and IDB, Building Effective Beneficial Ownership Frameworks.