Beneficiary Owner Filing in China Q&A: What is a Beneficiary Owner?

Posted by Written by Qian Zhou Reading Time: 3 minutes

China’s new beneficiary owner filing (BOI) measures require business entities, except individually owned businesses, to submit their beneficiary owner information starting November 1, 2024. To assist companies in understanding the new compliance requirements, we have created a Beneficiary Owner Filing in China Q&A series, focusing on specific questions regarding the BOI filing requirements. This is the Issue (I) of the series.


On April 1, 2024, the People’s Bank of China (PBOC), in collaboration with the State Administration for Market Regulation (SAMR), issued the Measures for the Administration of Beneficial Ownership Information (hereinafter referred to as “the Measures”). These regulations officially came into effect on November 1, 2024.

Under the new requirements, all companies, partnerships, and branches of foreign companies established in China must report their beneficial ownership information at the time of registration via the relevant corporate registration system. Entities already registered before November 1, 2024, must complete their filings by November 1, 2025.

To provide further clarity, on October 28, 2024, the Anti-Money Laundering Bureau of the PBOC released the Guidelines for Beneficial Ownership Information Reporting (First Edition) (“the Guidelines”). In Q&A format, this document addresses common questions and clarifies key reporting requirements.

To help businesses navigate these new compliance obligations, we are launching a Beneficiary Owner Filing in China Q&A Series. Each issue will tackle a specific aspect of the filing requirements. In this first issue, we focus on a fundamental question: What is a beneficiary owner?  Stay tuned as we break down the key compliance criteria and what businesses need to know.

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What is a beneficial owner?

Article 15 of the Measures defines a beneficial owner as a natural person who ultimately owns, controls, or derives benefits from the filing entity. Beneficial owners generally fall into two categories:

  • Equity (partnership interest) type: A natural person directly holds equity (or a partnership interest) in the filing entity or indirectly owns it through multiple layers of ownership. The “equity (partnership interest) method” is used to identify the beneficial owner in such cases.
  • Non-equity (non-partnership interest) type: A natural person does not hold equity (or a partnership interest) but still exercises control or derives benefits through other means, such as proxy arrangements, contractual agreements, or close relationships. The “Non-Equity (Non-Partnership Interest) Method” is applied to identify the beneficial owner under these circumstances.

For most filing entities with straightforward ownership structures, the major shareholder or primary partner is typically the beneficial owner. However, when control or benefit is exercised through non-equity means, additional identification methods are required.

Beneficiary owner vs. Actual controller

The concept of a beneficial owner shares similarities with the “actual controller” defined under China’s Company Law, but there are key differences.

First, the scope of a beneficial owner is broader. Beneficial ownership encompasses three key aspects: ownership, control, and benefit. A beneficial owner can be the owner, controller, or beneficiary of a company (or partnership), whereas an actual controller primarily refers to an entity or individual who exercises control.

Second, a beneficial owner must always be a natural person, whereas an actual controller can be either a legal entity or a natural person under Company Law. Identifying a beneficial owner requires a “look-through approach,” meaning ownership must be traced through multiple layers until the ultimate natural person who owns, controls, or benefits from the entity is identified.

This distinction is essential for compliance with China’s beneficial ownership reporting requirements and ensures transparency in corporate structures.

Relationship between the Measueres and Previous PBOC Documents on beneficial owners

The Measures and the previous documents issued by the PBOC regarding beneficial owners have different applicable targets. The Measures mainly specify the requirements for companies, partnerships, branches of foreign companies, and other entities to proactively register beneficial ownership information. In contrast, the previous PBOC documents require financial institutions to identify the beneficial owners of non-natural person customers during customer due diligence, as part of their anti-money laundering (AML) and counter-terrorist financing (CTF) obligations.

For financial institutions, even after the entities register beneficial ownership information according to the Measures, they still need to identify beneficial owners as part of their AML and CTF duties. Financial institutions can refer to the beneficial ownership information registered with the relevant authorities to enhance the effectiveness of their customer due diligence processes.

The identification standards for beneficial owners outlined in the Measures are based on international practices and China’s own experience, further refining existing AML regulations. These standards will be uniformly applied in the ongoing revisions of the AML legal framework.

In the next issue, we will discuss: which entities are required to comply with the beneficiary owner filing requirements.

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Dezan Shira & Associates assists foreign investors into China and has done so since 1992 through offices in Beijing, Tianjin, Dalian, Qingdao, Shanghai, Hangzhou, Ningbo, Suzhou, Guangzhou, Haikou, Zhongshan, Shenzhen, and Hong Kong. We also have offices in Vietnam, Indonesia, Singapore, United States, Germany, Italy, India, and Dubai (UAE) and partner firms assisting foreign investors in The Philippines, Malaysia, Thailand, Bangladesh, and Australia. For assistance in China, please contact the firm at china@dezshira.com or visit our website at www.dezshira.com.