179-1 Meaning of Ultimate Beneficial Owner

(1) In this Part, a reference to an “Ultimate Beneficial Owner” of a Relevant Person is a reference to a natural person (other than a person acting solely in the capacity of a professional adviser or professional manager) who:

• (a) in relation to a company:

(i) owns or controls (directly or indirectly) Shares in the share capital of the company or other Ownership Interests in the Relevant Person of at least 25%;

(ii) owns or controls (directly or indirectly) voting rights in the Relevant Person of at least 25%;

(iii) owns or controls (directly or indirectly) the right to appoint or remove the majority of the Directors of the Relevant Person; or

(iv) has the legal right or through other ownership interests to exercise, or actually exercises, significant control or influence over the activities of the company; or

• (b) in relation to a partnership, has the legal right to exercise, or actually exercises, significant control or influence over the activities of the partnership;
• (c) in relation to a Foundation or a Non-Profit Incorporated Organisation, has the legal right to exercise, or actually exercises, significant control or influence over the activities of the Governing Body, Person or other arrangement administering the property or carrying out the objects of the Foundation, or Non-Profit Incorporated Organisation; or
• (d) in relation to a Trust, is defined in the AIFC Trust Regulations.

(2) Beneficial ownership may be traced through any number of Persons or arrangements of any description.

(3) If 2 or more natural persons jointly own or control an interest in a Relevant Person in accordance with subsection (1), each of them is treated for the purposes of these Regulations as owning or controlling that interest.

(4) A Relevant Person may have any number of natural persons each identified as its Ultimate Beneficial Owner.

(5) If no natural person is identified as an Ultimate Beneficial Owner of a Relevant Person under subsection (1), any natural person upon whose instructions the Relevant Person or its Governing Body is required or is accustomed to act, shall be an Ultimate Beneficial Owner.

(6) If there is no Ultimate Beneficial Owner of a Relevant Person under either of subsection (1) or (5), each:

• (a) natural person that is a member of its Governing Body; and
• (b) Ultimate Beneficial Owner of a body corporate member of its Governing Body, shall be deemed to be an Ultimate Beneficial Owner of the Relevant Person.

179-2 Ultimate Beneficial Ownership information

(1) Each Relevant Person shall at all times take reasonable steps to obtain, maintain and hold adequate, accurate and current UBO Details in relation to each of its Ultimate Beneficial Owners and (if applicable) the information required under section 179-9 (Ownership through an exempt entity).

(2) A Relevant Person shall be taken to have obtained, and shall hold, all information in relation to its Ultimate Beneficial Owners which is supplied to the Registrar in connection with its application for incorporation, formation, registration or continuation, as the case may be.

(3) A Relevant Person who is provided with a share transfer or other document relating to a change in ownership shall not register, recognise or give effect to that transfer or document, unless it is also provided with a statement by or on behalf of the transferee, which states:

• (a) whether the transfer will result in a change in the Ultimate Beneficial Ownership of the Relevant Person;
• (b) if it will result in such a change, the nature of the change; and
• (c) the UBO Details in respect of each new Ultimate Beneficial Owner, as a result of the change.

179-3 Notice in respect of Ultimate Beneficial Ownership

(1) Without prejudice to the generality of section 179-2(1) (Ultimate Beneficial Ownership information), a Relevant Person shall, subject to subsection (3), give any Person it has reasonable cause to believe is an Ultimate Beneficial Owner and whose UBO Details are not correctly or fully recorded on its Beneficial Ownership Register, the notice referred to in subsection (2).

(2) The notice referred to in subsection (1) is a Written notice that:

• (a) states that it is given under these Regulations;
• (b) sets out the relevant UBO Details that the Relevant Person reasonably knows or believes to be the relevant particulars and leaves a space in the appropriate place to indicate that a relevant particular is not known;
• (c) requests the addressee to:

(i) state whether or not he or she is a beneficial owner of the Relevant Person;

(ii) confirm or correct any particulars that are included in the notice; and

(iii) supply any particulars that are missing; and

• (d) states that should the addressee fail to comply with the notice within thirty (30) days of receipt of the notice, the notified particulars will be entered in the Beneficial Ownership Register maintained by the Relevant Person.

(3) A Relevant Person is not required to give a notice under subsection (1), if:

• (a) it has already been supplied with all the required UBO Details by that Person or with the knowledge of that Person; or
• (b) the Relevant Person has made an inquiry (whether formal or informal) as to a natural person’s status as an Ultimate Beneficial Owner of it, and thirty (30) days has not elapsed since the making of those enquiries.

(4) For the purpose of identifying natural persons who are Ultimate Beneficial Owners, a Relevant Person is entitled to rely in good faith, without further enquiry, on the response of a Person to whom a notice was given under subsection (1), unless the Relevant Person has reason to believe that the response is misleading or false.

(5) Contravention of subsection (1) is punishable by a fine.

(6) A Person who provides information that is false or misleading in a material particular in relation to a notice given under subsection (1) shall be liable to a fine.

179-4 Requirements relating to Beneficial Ownership Register

(1) A Relevant Person shall keep and maintain a Beneficial Ownership Register within the time specified in subsections (3) and (4), in which the UBO Details in respect of each of its Ultimate Beneficial Owners and (if applicable) the information required under section 179-9 (Ownership through the Exempt entity), shall be recorded. The Relevant Person shall record any changes to this information in the Beneficial Ownership Register within fourteen (14) days of becoming aware of such change.

(1-1) An election may be made in relation to a Private Company for the information, which otherwise would require to be kept in the Beneficial Ownership Register, to be kept by the Registrar. If an election is made under subsection (9), to keep information in the Register kept by the Registrar, subsections (1) to (8) shall not apply.

(2) The Beneficial Ownership Register shall be kept and maintained at the address of the Relevant Person's registered office or any other address in the AIFC notified in Writing by the Relevant Person to the Registrar.

(3) Each Relevant Person in existence at the Commencement Date shall establish a Beneficial Ownership Register within ninety (90) days of such commencement.

(4) Each Relevant Person which comes into existence on or after the Commencement Date shall establish a Beneficial Ownership Register within thirty (30) days of its incorporation or registration.

(5) Subject to section 179-9 (Ownership through the Exempt entity), the Relevant Person shall cause the following information to be entered in its Beneficial Ownership Register in respect of each Ultimate Beneficial Owner:

1. (a) full legal name;
2. (b) residential address and, if different, an address for service of notices under these Regulations;
3. (c) date and place of birth;
4. (d) nationality;
5. (e) information identifying the Person from their passport or other government-issued national identification document acceptable to the Registrar, including:
6. (i) identifying number;

(ii) country of issue; and

(iii) date of issue and of expiry;

1. (f) the date on which the Person became an Ultimate Beneficial Owner of the Relevant Person; and
2. (g) the date on which the Person ceased to be an Ultimate Beneficial Owner of the Relevant Person.

(6) If after having exhausted all reasonable means:

1. (a) no natural person is identified as the Ultimate Beneficial Owner of the Relevant Person; or
2. (b) there is reasonable doubt that that any natural person so identified is an Ultimate Beneficial Owner of the Relevant Person, the Relevant Person shall enter on its Beneficial Ownership Register, the UBO Details of the natural persons who are deemed to be the Ultimate Beneficial Owners pursuant to section 179-1(6).

(7) If a Relevant Person causes an entry to be made in its Beneficial Ownership Register naming a natural person as an Ultimate Beneficial Owner, and the information and particulars were not provided either by that natural person or with his or her knowledge, the Relevant Person shall within thirty (30) days of making the entry, notify the Person whose name has been included in the Beneficial Ownership Register of that fact.

(8) Contravention of subsection (1) is punishable by a fine.

(9) A Private Company may make an election to keep information in the Register kept by the Registrar.

(10) An election may be made under this section by:

1. (a) the applicant wishing to incorporate a Private Company under these Regulations; or
2. (b) the Private Company itself once it is incorporated.

(11) In paragraph (b) of subsection (10), the election is of no effect, without prior agreement of all the Shareholders of the Private Company to the making of the election.

(12) An election under this section is made by giving notice of election to the Registrar.

(13) If the notice is given by Person(s) wishing to incorporate a Private Company:

1. (a) it must be given together with the application for the incorporation under section 13; and
2. (b) it must be accompanied by a statement containing all the information prescribed by the Rules.

(14) If the notice is given by the Private Company, it must be accompanied by:

1. (a) a statement by the Private Company that all the Shareholders of the Private Company have assented to the making of the election; and
2. (b) a statement containing all the information prescribed by the Rules to be contained in the Private Company's Beneficial Ownership Register as at the date of the notice in respect of matters that are current as at that date.

(15) An election made under subsection (9) takes effect when the notice of election is registered by the Registrar.

(16) The election remains in force until either:

1. (a) the Private Company ceases to be a Private Company; or
2. (b) a notice of withdrawal sent by the Private Company under subsection (20) is registered by the Registrar, whichever occurs first.

(17) While an election under subsection (9) is in force, a Private Company must continue to keep a Beneficial Ownership Register in accordance with the subsection (5) of section 179-4, containing all the information that was required to be stated in that Register as at the time immediately before the election took effect, but the Private Company does not have to update that Register to reflect any changes that occur after that time.

(18) The date to be recorded in the Register kept by the Registrar is to be the date on which the document containing that information is registered by the Registrar.

(19) During the period when an election under subsection (9) is in force, a Private Company must deliver to the Registrar any information under subsection (5) which the Private Company would, in the absence of any such election, have been obliged under these Regulations to enter in its Beneficial Ownership Register and it must do so as soon as reasonably practicable after any relevant change but in any event within a period of 14 days.

(20) A Private Company may by giving notice of withdrawal to the Registrar withdraw an election made by or in respect of it under subsection (9), where:

1. (a) the withdrawal takes effect when the notice is registered by the Registrar;
2. (b) the effect of withdrawal is that the Private Company's obligation under subsection (1) of section 179-4 to keep and maintain a Beneficial Ownership Register applies from then on with respect to the period going forward;
3. (c) the Private Company must place a note in its Register of Beneficial Ownership—
4. (i) stating that the election under subsection (9) has been withdrawn;

(ii) recording when that withdrawal took effect; and

(iii) indicating that information about its Beneficial Owners relating to the period when the election was in force that is no longer current is available for public inspection on the Register kept by the Registrar.

(21) All notices and information to be delivered to the Registrar under this section must be made in Writing.

(22) Contravention of subsections (9) to (21) is punishable by a fine.

179-5 Application to the Court to rectify the Beneficial Ownership Register

(1) If:

• (a) the name of any Person is, without sufficient cause, entered in or omitted from; or
• (b) no entry is made in; or
• (c) unnecessary delay takes place in:

(i) entering the name of any Person in; or

(ii) removing the name of any Person who has ceased to be a beneficial owner from,

a Relevant Person’s Beneficial Ownership Register, the Person aggrieved, or any other interested party may apply to the Court for rectification of the Beneficial Ownership Register.

(2) Where an application is made under subsection (1), the Court may either:

• (d) refuse the application; or
• (e) order rectification of the Beneficial Ownership Register and if appropriate order payment by the Relevant Person of compensation for any loss sustained by any party aggrieved.

(3) On such an application, the Court may:

• (f) decide any question as to whether the name of any Person who is a party to the application should or should not be entered in or omitted from the Beneficial Ownership Register; and
• (g) decide any question necessary or expedient to be decided for rectification of the Beneficial Ownership Register.

(4) The reference in subsection (1) to “any other interested party” is a reference to:

• (a) any member of the Relevant Person;
• (b) any Person who is an Ultimate Beneficial Owner of the Relevant Person; and
• (c) any Person named as an Ultimate Beneficial Owner of the Relevant Person.

179-6 Duty of Nominee Directors

(1) A Nominee Director shall inform the company that he is a nominee and provide all the required particulars referred to in section 179-7(1)(a) to (e) (Register of Nominee Directors) of the Person for whom the Nominee Director is a nominee within:

1. (a) sixty (60) days of the Commencement Date, where the company is incorporated, registered or continued prior to the Commencement Date; or
2. (b) thirty (30) days of the later of:

(iii) the date of incorporation or registration of the company; or

(iv) the Nominee Director becoming a nominee.

(2) A Nominee Director shall inform the company of any change to the particulars provided under subsection (1) within thirty (30) days of the change.

(3) A Nominee Director shall also inform the company that he ceased to be a nominee within thirty (30) days of the cessation.

(4) For the purposes of this Chapter, a Director is a Nominee Director if he is under an obligation to act in accordance with the directions or instructions of another Person, notwithstanding his duties owed to a Company as referred to in section 76 (Duties of Directors).

(5) Contravention of subsection (1) is punishable by a fine.

179-7 Register of Nominee Directors

(1) A company which has one (1) or more Nominee Directors shall keep and maintain a Register of Nominee Directors in which they shall be entered. An election may be made in relation to a Private Company for the information, which otherwise would require to be kept in the Register of Nominee Directors, to be kept by the Registrar.

(1-1) The following information obtained pursuant to section 179-6(1) (Duty of Nominee Directors) or otherwise known by it, shall be entered in relation to the Person on whose behalf, each Nominee Director acts:

• (a) full legal name;
• (b) residential address and, if different, an address for service of notices under these Regulations;
• (c) date of birth;
• (d) nationality;
• (e) information identifying the Person from their passport or other government-issued national identification document acceptable to the Registrar of Companies, including:

(i) identifying number;

(ii) country of issue; and

(iii) date of issue and of expiry, and, in respect of each Nominee Director;

• (f) the date on which the Nominee Director became a Nominee Director of the Company; and
• (g) the date on which the Nominee Director ceased to be a Nominee Director of the Company.

(2) Contravention of subsection (1) is punishable by a fine.

(3) A Private Company may make an election to keep information in the Register kept by the Registrar.

(4) An election may be made under this section by:

• (a) the applicant wishing to incorporate a Private Company under these Regulations; or
• (b) the Private Company itself once it is incorporated.

(5) In paragraph (b) of subsection (4), the election is of no effect, without prior agreement of all the Shareholders of the Private Company to the making of the election.

(6) An election under this section is made by giving notice of election to the Registrar.

(7) If the notice is given by Person(s) wishing to incorporate a Private Company:

• (a) it must be given together with the application for the incorporation under section 13; and
• (b) it must be accompanied by a statement containing all the information prescribed by the Rules.

(8) If the notice is given by the Private Company, it must be accompanied by:

• (a) a statement by the Private Company that all the Shareholders of the Private Company have assented to the making of the election; and
• (b) a statement containing all the information prescribed by the Rules to be contained in the Private Company's Register of Nominee Directors as at the date of the notice in respect of matters that are current as at that date.

(9) An election made under subsection (3) takes effect when the notice of election is registered by the Registrar.

(10) The election remains in force until either:

• (a) the Private Company ceases to be a Private Company; or
• (b) a notice of withdrawal sent by the Private Company under subsection (14) is registered by the Registrar, whichever occurs first.

(11) While an election under subsection (3) is in force, a Private Company must continue to keep a Register of Nominee Directors in accordance with the subsection (1) of section 179-7, containing all the information that was required to be stated in that Register as at the time immediately before the election took effect, but the Private Company does not have to update that Register to reflect any changes that occur after that time.

(12) The date to be recorded in the Register kept by the Registrar is to be the date on which the document containing that information is registered by the Registrar.

(13) During the period when an election under subsection (3) is in force, a Private Company must deliver to the Registrar any information under subsection (1-1) which the Private Company would, in the absence of any such election, have been obliged under these Regulations to enter in its Register of Nominee Directors and it must do so as soon as reasonably practicable after any relevant change but in any event within a period of 14 days.

(14) A Private Company may by giving notice of withdrawal to the Registrar withdraw an election made by or in respect of it under subsection (3), where:

• (a) the withdrawal takes effect when the notice is registered by the Registrar;
• (b) the effect of withdrawal is that the Private Company's obligation under subsection (1) of section 179-7 to keep and maintain a Register of Nominee Directors applies from then on with respect to the period going forward;
• (c) the Private Company must place a note in its Register of Nominee Directors —

(i) stating that the election under subsection (3) has been withdrawn;

(ii) recording when that withdrawal took effect; and

(iii) indicating that information about its Nominee Directors relating to the period when the election was in force that is no longer current is available for public inspection on the Register kept by the Registrar.

(15) All notices and information to be delivered to the Registrar under this section must be made in Writing.

(16) Contravention of subsections (3) to (15) is punishable by a fine.

179-8 Exemptions

The requirements in this Part do not apply to a Relevant Person which:

(1) has its Securities listed or traded on a Recognised Exchange;

(2) [Intentionally omitted];

(3) is a Recognised Company, Recognised General Partnership, Recognised Limited Partnership or Recognised Limited Liability Partnership, which satisfies the Registrar that it is subject to equivalent international standards, which ensure adequate transparency of ownership information in its home jurisdiction;

(4) is a Non-Profit Incorporated Organisation which does not, as its primary function, engage in raising or disbursing funds for charitable, religious, cultural, educational, social, fraternal or similar purposes;

(5) is wholly owned by a government or government agency of a Relevant Jurisdiction; or

(6) is established under a law of Kazakhstan to perform governmental functions.

179-9 Ownership through an exempt entity

Notwithstanding Chapters 1 to 3 and Chapter 5, where a Person referred to in section 179-8(1) to (6) (Exemptions) beneficially owns or controls (directly or indirectly) at least 25% of a Relevant Person, the Relevant Person shall:

(1) not be required to make any further inquiry as to its Ultimate Beneficial Ownership, to the extent that such ownership is directly or indirectly held by or through such an entity; and

(2) record the following information in respect of each such entity on its Beneficial Ownership Register:

1. (a) full legal name;
2. (b) registered address;
3. (c) the category under section 179-8 that applies to the entity; and
4. (d) if the entity:
5. (i) has its securities listed or traded on a Recognised Exchange, the name of the Recognised Exchange;

(ii) [Intentionally omitted];

(iii) is wholly owned by a government or government agency, its name and the Relevant Jurisdiction; or

(iv) is established under a law of Kazakhstan to perform governmental functions, the name of such law.

179-10 Access to Registers

(1) A Relevant Person must not disclose, or make available for inspection, the Beneficial Ownership Register, the Register of Nominee Directors or any particulars contained in either register to any Person, except:

• (a) as provided in these Regulations;
• (b) as required under the Acting Law of the AIFC; or
• (c) with the consent of the relevant Ultimate Beneficial Owner or Nominee Directors, as the case may be.

(2) Each Relevant Person in existence at the Commencement Date shall within ninety (90) days of such date provide to the Registrar the UBO Details of:

• (a) any Person whose name is included in its Beneficial Ownership Register; and
• (b) any Nominee Directors whose name is included in its Register of Nominee Directors.

(3) Each Relevant Person which is incorporated, registered or converted after the Commencement Date shall be deemed to have provided to the Registrar the UBO Details of any Ultimate Beneficial Owners as part of the application for incorporation, registration or conversion.

(4) Contravention of subsection (2) is punishable by a fine.

179-11 Notification to the Registrar

(1) A Relevant Person which makes a change in its Beneficial Ownership Register or Register of Nominee Directors, shall within thirty (30) days of the date of making the change, notify the Registrar of the particulars of the change.

(2) The Registrar may pursuant to subsection (1) and section 179-10(2) (Access to Registers) require the provision of such further information in relation to any Ultimate Beneficial Owner on the Beneficial Ownership Register or Nominee Directors on the Register of Nominee Directors, as the Registrar may require.

(3) Contravention of subsection (1) is punishable by a fine.

179-12 Notices issued by the Registrar of Companies

(1) The Registrar of Companies may, by Written notice, require a Relevant Person or any other Person (without prejudice to any lien claimed by such a Person on any documents produced by him) who may have information or documents related to Ultimate Beneficial Owners or Nominee Directors, whichever is applicable, to:

1. (a) provide; or
2. (b) produce for the purposes of inspection; or
3. (c) furnish, to the Registrar of Companies' officers, servants or agents authorised for the purposes of inspection under this section, on production of evidence of such authority,

such information or documents, in such form and manner, within such time and at such place as may be specified in the notice, as the Registrar of Companies may require for the performance of his functions under these Regulations.

(2) The powers conferred on the Registrar of Companies by subsection (1) to require a Person to provide information or produce any documents includes the power:

1. (a) where the documents are produced, to take copies of them or extracts from them, in circumstances where the Registrar of Companies is satisfied that the taking of such copies or extracts is necessary for the proper exercise of powers under or in relation to these Regulations;
2. (b) where the documents are not produced, to require the Person who was required to produce them to state, to the best of his knowledge and belief, where they are;
3. (c) to attend at such time and place as may be required and explain and answer questions relating to any matters in relation to which the production of the information may be required; and
4. (d) where required by the urgency of the situation or other relevant circumstances, to attend at the Relevant Person's place of business or its registered office in the AIFC, without prior notice and to request any such information or documents to be produced immediately.

(3) A Person to whom a notice or other request is directed is not required to provide any information that is subject to legal professional privilege.

(4) A statement made by a Person in response to a requirement imposed by or under subsections (1) or (2) may be used in evidence against him in:

1. (a) proceedings other than criminal proceedings; and
2. (b) in criminal proceedings:
3. (i) where evidence relating to it is adduced, or a question relating to it is asked, in the proceedings by or on behalf of that Person; or

(ii) for:

(A) an offence under these Regulations;

(B) some other offence where, in giving evidence, he makes a statement inconsistent with it, but the statement is only admissible to the extent necessary to establish the inconsistency;

(C) perjury; or

(D) perverting the course of justice.

(5) If a Relevant Person is in the process of being wound up or dissolved, the liquidator or other person responsible for the winding up of the affairs of the Relevant Person shall deliver to the Registrar the Beneficial Ownership Register and (if applicable) the Register of Nominee Directors of the Relevant Person or a true copy thereof, within thirty (30) days of his or her appointment.

(6) In the case where a Relevant Person is in the process of being struck off the Register under Chapter 2 of Part 14 (Powers and remedies), the members of the Governing Body shall deliver to the Registrar the Beneficial Ownership Register and (if applicable) the Register of Nominee Directors of the Relevant Person or a true copy thereof, within thirty (30) days of an application for strike off made by the Relevant Person or a notice of strike off issued by the Registrar of Companies.

(7) A Contravention of subsection (1), (5) or (6) is punishable by a fine.

179-13 Obligations of the Registrar of Companies

(1) The Registrar of Companies shall collect and process information relating to Ultimate Beneficial Owners and Nominee Directors obtained by him under these Regulations only for the purposes of regulation in relation to money laundering and terrorism financing, unlawful organisations and sanctions compliance in the AIFC, or to comply with the Acting Law of the AIFC.

(2) Except as required for the purpose of subsection (1) or (4), the Registrar of Companies shall:

• (a) not retain in his possession such information; and
• (b) shall make arrangements for its secure destruction.

(3) The Registrar of Companies shall, unless the Relevant Person consents to such disclosure, disclose such information only at the request of a regulator, a law enforcement agency or other government authority prescribed by the Acting Law of the AIFC, and then only to the regulator, agency or authority which made the request, for the purpose of such a request.

(4) In the case of a Relevant Person that has been wound up, dissolved, terminated or struck off, the Registrar of Companies shall retain any records delivered to him pursuant to section 179-12(5) (Notices issued by the Registrar of Companies) relating to that legal person as at the date of its dissolution, termination or striking off (as the case may be) for a period of 6 years after that date.

179-14 Removal of Ultimate Beneficial Owner

(1) Where the Registrar of Companies is notified or becomes aware that an Ultimate Beneficial Owner of a Relevant Person is:

• (a) the subject of a sanction imposed by any:

(i) government;

(ii) entity that is a representative, constituent part or extension of a sovereign state or political subdivision thereof; or

(iii) entity that is established under international law or the laws of any two (2) or more sovereign states; or

• (b) involved or has been involved in any proceedings that are law enforcement related or criminal, civil, regulatory, tax or administrative in nature, and the Registrar of Companies considers that having such a Person as an Ultimate Beneficial Owner of a Relevant Person in the AIFC is:
• (c) contrary to the law of Kazakhstan or any other Legislation administered by the Registrar of Companies; or
• (d) prejudicial to the interests of the AIFC, the Registrar of Companies may, by Written notice, require the Relevant Person to remove such a Person as an Ultimate Beneficial Owner of the Relevant Person within the time specified in the notice to the extent permissible by law, and require the steps sets out in section 59(4) (Rights of Public Company to request information about interests in its Shares) to be taken in respect of any shares in the share capital of the Relevant Person in which such a Person has an interest.

(2) Contravention of subsection (1) is punishable by a fine.

179-15 Strike off

If a Relevant Person Fails to comply with a requirement of this Part 14-1 (Ultimate Beneficial Ownership) or notice thereunder, the Registrar of Companies may, after following any relevant procedures set out in these Regulations, strike the Relevant Person off the Register.