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Beneficial ownership certification

These questions explain who counts as a beneficial owner or control person, what information each must provide, and which entities are exempt.
To help the government fight financial crime, federal regulation requires certain financial institutions to obtain, verify, and record information about the beneficial owners of legal entity customers.Legal entities can be abused to disguise involvement in terrorist financing, money laundering, tax evasion, corruption, fraud, and other financial crimes. Requiring the disclosure of key individuals who own or control a legal entity (i.e., the beneficial owners) helps law enforcement investigate and prosecute these crimes.
This certification must be completed by the person opening a new account on behalf of a legal entity. For the purposes of this form, a legal entity includes a corporation, limited liability company, or other entity that is created by a filing of a public document with a Secretary of State or similar office, a general partnership, and any similar business entity formed in the United States or a foreign country.Legal entities do not include sole proprietorships, unincorporated associations, or natural persons opening accounts on their own behalf. See the list of exemptions below.
You must provide the name, address, date of birth, and Social Security number (or passport number or other similar information, in the case of foreign persons) for the following individuals (i.e., the beneficial owners):
  • (i) Each individual, if any, who owns, directly or indirectly, 25 percent or more of the equity interests of the legal entity customer (e.g., each natural person that owns 25 percent or more of the shares of a corporation); and
  • (ii) An individual with significant responsibility for managing the legal entity customer (e.g., a Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President, or Treasurer).
The number of individuals that satisfy this definition of “beneficial owner” may vary. Under section (i), depending on the factual circumstances, up to four individuals (but as few as zero) may need to be identified.Regardless of the number of individuals identified under section (i), you must provide the identifying information of one individual under section (ii). It is possible that in some circumstances the same individual might be identified under both sections (e.g., the President of Acme, Inc. who also holds a 30 percent equity interest).Thus, a completed form will contain the identifying information of at least one individual (under section (ii)), and up to five individuals (i.e., one individual under section (ii) and four 25 percent equity holders under section (i)).
Persons opening an account on behalf of a legal entity must provide the name, email address, and ownership percentage for each individual, if any, who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25 percent or more of the equity interests of the legal entity.All beneficial owners will then be required to provide and certify identifying information and a government-issued photo ID, which will be collected via an application form sent to the emails provided by the client.
Persons opening an account on behalf of a legal entity must provide the name, email address, and role for one individual with significant responsibility for managing the legal entity, such as an executive officer or senior manager (e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President, Treasurer) or any other individual who regularly performs similar functions.All control persons will then be required to provide and certify identifying information and a government-issued ID, which will be collected via an application form sent to the emails provided by the client. If appropriate, an individual listed as a beneficial owner may also be listed as a control person.
Through the Anchorage Digital application, which all beneficial owners and control persons identified at account opening will receive via email, individuals must provide the following information and certify that it is accurate:
  • Full name
  • Date of birth
  • Address. Residential or business street address. A P.O. Box is only acceptable when it is an Army Post Office or Fleet Post Office box number.
  • Identification number. For US persons: a Social Security Number. For non-US persons: a taxpayer identification number, passport number, or other government-issued identification number.
The control person is required for all non-exempt entities. Even if no beneficial owner meets the 25% or more ownership threshold, information about a control person must be provided.
The following legal entities are subject only to the control prong (meaning you must identify a control person but not an owner):
  • A charity or non-profit company
  • A pooled investment vehicle operated or advised by a financial institution that is not excluded from the definition of legal entity (i.e., a financial institution that is not regulated by a federal functional regulator or a state bank regulator. See below for additional details)
For the purpose of beneficial ownership requirements, a legal entity customer does not include:
  • A financial institution regulated by a federal functional regulator or a bank regulated by a state bank regulator
  • Entities (other than a bank) traded on a U.S. stock exchange (NYSE, American, or NASDAQ)
  • An entity, organized in any state under the laws of the United States, with at least 51% of common stock or analogous equity interest held by an entity traded on a U.S. stock exchange
  • A public accounting firm registered under section 102 of the Sarbanes-Oxley Act
  • An insurance company regulated by a U.S. state
  • A department or agency of the United States, of any state, or of any political subdivision of any state, or an entity that exercises authority on behalf of the United States, any state, or political subdivision
  • A non-U.S. government agency engaged in government activities (rather than commercial ones)
  • A bank holding company
  • A savings and loan holding company
  • A financial market utility designated by the Financial Stability Oversight Council
  • A non-U.S. entity opening a private banking account subject to 31 CFR
  • A foreign financial institution established in a jurisdiction where the regulator of such institution maintains beneficial ownership information (requires review and approval by Anchorage Digital)
  • An issuer of a class of securities registered under section 12 of the Securities Exchange Act of 1934 or that is required to file reports under section 15(d) of that Act
  • An investment company, investment adviser, an exchange or clearing agency, or any other entity that is registered with the SEC
  • A registered entity, commodity pool operator, commodity trading advisor, retail foreign exchange dealer, swap dealer, or major swap participant that is registered with the Commodity Futures Trading Commission
  • A pooled investment vehicle that is operated or advised by a financial institution that is exempt from beneficial ownership (see above)
  • A non-U.S. governmental department, agency, or political subdivision that engages only in governmental rather than commercial activities
  • Any legal entity only to the extent that it opens a private banking account subject to 31 CFR 1010.620
There are no formal requirements for ownership structure documents, as long as the documents clearly show the ownership structure, including the full names and ownership percentage of each owner. Two examples:One intermediary layerMultiple intermediary layers

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Authorized signatories (ADS only)

This section applies only to clients onboarding with Anchorage Digital Singapore (ADS).
Alongside beneficial owners and the control person, you provide information for all individuals authorized to sign legal agreements on behalf of your organization.

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Board resolution

To confirm who those signatories are, upload a signed board resolution that names the authorized signatories with their full legal names, includes their signatures, and states that they are authorized to open and operate an account. If your organization doesn’t already have a resolution in this form, complete the template and upload that instead.

Board resolution template

Word document. Download the template.
This is for informational purposes only and does not constitute legal or professional advice. You are responsible for independently preparing your board resolution materials and consulting your own legal counsel.