Ask an adviser today who can see a beneficial ownership register and the answer will usually be a version of the position in 2021. That position has been overturned twice, in different ways, in two of the three jurisdictions that matter most to a European structure. What survived is not a compromise between openness and privacy. It is a specific mechanism with categories, data items, deadlines and a certificate, and a structure planned against the older understanding will be planned wrongly.
This piece sets out where access actually stands, in the European Union after the Court of Justice ruling and the legislation that replaced the invalidated provision, in the Netherlands as the domestic implementation now reads, in the United Kingdom, in the United States after the reversal of August 2026, and in the two offshore registers most likely to matter.
The judgment, and what it actually held
On 22 November 2022 the Court of Justice ruled in joined cases C-37/20 and C-601/20, brought by a beneficial owner and a company against Luxembourg Business Registers. It held that article 1(15)(c) of the fifth anti-money-laundering directive was invalid in so far as it required Member States to ensure that beneficial ownership information was accessible in all cases to any member of the general public.
The reasoning is narrower than the headline. The Court accepted that combating money laundering and terrorist financing can justify serious interference with the rights to private life and to protection of personal data. It found the measure disproportionate rather than illegitimate. Public access reveals wealth and investment patterns and exposes the individual to abuse, and, compared with the earlier regime, which required a legitimate interest, it was a considerably more serious interference that no benefit in combating money laundering and terrorist financing could offset. That legitimate interest had proved difficult to define was not, in the Court’s view, a reason to abandon it.
The distinction matters because it tells you what the replacement had to look like. Not secrecy, and not general access, but a defined class of persons with a defined interest, receiving a defined subset of the data.
Legitimate interest, defined by category rather than argued case by case
The 2024 directive, Directive (EU) 2024/1640, does exactly that. Under its Article 12(1), any natural or legal person who can demonstrate a legitimate interest in the prevention and combating of money laundering, its predicate offences and terrorist financing has access, and the access is granted without alerting the entity or arrangement concerned.
The legislature then removed most of the argument by deeming, in Article 12(2), ten categories to have that interest. Persons acting for the purpose of journalism, reporting or any other form of expression in the media connected with those objectives. Civil society organizations, including non-governmental organizations and academia, similarly connected. Persons likely to enter into a transaction with the entity who wish to prevent a link between that transaction and money laundering. Entities subject to anti-money-laundering requirements in third countries that can show they need the information to perform customer due diligence. Third-country counterparts of Union competent authorities that can show the need in the context of a specific case. Authorities responsible for company registration and for scrutinizing the legality of conversions, mergers and divisions. Programme authorities for Union funds and public authorities implementing the Recovery and Resilience Facility, each in respect of beneficiaries. Public authorities in procurement procedures, in respect of tenderers and the awarded operator. And providers of anti-money-laundering products, where the product goes only to obliged entities or competent authorities and the provider can show the need in the context of a contract with one of them.
Beyond those, Member States must grant access on a case-by-case basis to anyone else who can demonstrate the interest. Member States were required to notify the Commission by 10 July 2026 of the public authorities entitled to consult under the public-sector categories and of any additional categories they had recognized.
Five items, and what is no longer visible
The subset is short. A person with a legitimate interest sees the beneficial owner’s name, the month and year of birth, the country of residence and the nationality or nationalities, and, for a legal entity, the nature and extent of the beneficial interest held. For an express trust or similar arrangement, the nature of the beneficial interest.
Three categories, journalists, civil society organizations and third-country counterparts of Union competent authorities, also receive historical information, including for entities dissolved in the preceding five years, together with a description of the control or ownership structure.
What is absent from that list is the day of birth, the place of birth, the residential address and any identification number. Article 62 of Regulation (EU) 2024/1624, which applies from 10 July 2027, puts those items in the beneficial ownership information submitted to the register, and Article 11 of the directive gives competent authorities unfiltered access to what the register holds, but they do not travel with a legitimate-interest disclosure. The practical effect is that a legitimate-interest search identifies a person sufficiently to be useful and insufficiently to be actionable against them personally, which reflects the Court’s proportionality reasoning.
Access is a certificate with a lifespan
The procedural layer, in Article 13 of the directive, is where the regime becomes operational. The register verifies the applicant’s identity whenever the applicant accesses it, with processes that include electronic identification means, and verifies the legitimate interest from documents, information and data the applicant supplies.
From 10 November 2026 the register must respond within twelve working days, extendable by twelve more in the event of a sudden high volume and by a further twelve if it persists, and extended by seven where the register requests additional information. Where access is granted, the register issues a certificate granting access for three years, and subsequent requests by the same person are answered within seven working days. Where the legitimate interest of a person in one of the deemed categories has already been verified by the register of another Member State, proof issued by that register satisfies the check on the applicant’s function or occupation, although the connection with the specific entity is still assessed for everyone except journalists and civil society organizations.
Refusal is available only on the grounds listed in Article 13(7), among them failure to supply the required material, failure to demonstrate the interest, a reasonable concern, on the basis of information in the register’s possession, that the information will not be used for the purpose for which it was requested or will be used for a purpose unconnected with preventing money laundering, its predicate offences or terrorist financing, and the exemption regime. That regime, in Article 15, requires Member States to provide, in exceptional circumstances laid down in national law, an exemption from access to all or part of the personal information where access would expose the beneficial owner to a disproportionate risk of fraud, kidnapping, blackmail, extortion, harassment, violence or intimidation, or where the beneficial owner is a minor or otherwise legally incapable, granted case by case upon a detailed evaluation of the exceptional circumstances and confirmation that those risks exist, with administrative review of a decision granting an exemption and an effective judicial remedy.
The registers also record who accessed the information, and must disclose that to the beneficial owner on a data subject access request. The identity of a journalist or civil society organization is protected there, replaced by the function or occupation, and under the same Article 12(4) the identity of certain third-country counterparts of Union competent authorities is withheld for as long as necessary to protect their analyses or investigations, within the periods that article sets.
The Netherlands, and a design choice worth noticing
The Dutch implementation is already in the statute book. Article 15a of the Handelsregisterwet 2007 records, for each beneficial owner, the citizen service number and a tax identification number of the foreign country in which the beneficial owner is resident, each where one has been assigned, the name, month and year of birth, country of residence and nationality, the day, place and country of birth and the residential address, and the nature and extent of the economic interest held, expressed in classes fixed by decree. Copies of the documents verifying that information are deposited.
Article 22a splits access. Institutions subject to the anti-money-laundering act performing customer due diligence, and institutions under the sanctions act, may inspect the name, month and year of birth, country of residence and nationality, together with the nature and extent of the interest. Categories of persons with a demonstrable legitimate interest designated by decree may inspect the same items on request.
One feature of the Dutch text is not obvious from the directive. Where such a request is granted, the chamber of commerce must inform the beneficial owner whose data was requested, and inform them of the purpose the request serves. The directive requires access to be granted without alerting the entity or arrangement, and separately protects the identity of journalists and civil society organizations when a beneficial owner exercises a data subject access right. How the notification duty interacts with those provisions is a question for the facts of a given case, and advisers to a Dutch holding should have a view on it before it arises.
The United Kingdom went the other way
The British position is often described as an unchanged public register, and the description is right in effect and wrong in mechanism.
Part 21A Chapter 3 of the Companies Act 2006, which required a company to keep its own register of people with significant control and gave rights to inspect it, was omitted by the Economic Crime and Corporate Transparency Act 2023, fully in force from 18 November 2025. The company still has to identify its people with significant control, but it reports them to the registrar, now under section 790LA and the provisions that follow it, and the record sits at the central register maintained by Companies House rather than at the company.
That is a consolidation, not a retreat. It also moves the point of contact: a person seeking information no longer approaches the company, and the company no longer learns who asked.
The United States reversed in August 2026
The most recent movement is the largest. On 14 August 2026 the Financial Crimes Enforcement Network published a final rule, effective the same day, making permanent the exemptions first introduced by an interim final rule published on 26 March 2025 and extending them further.
Under that rule, United States companies are exempt from beneficial ownership information reporting and are no longer required to file. Only certain foreign companies registered to do business in the United States must report, and those companies need not report beneficial ownership information for United States person beneficial owners or company applicants. United States persons need not provide their information to reporting companies, and those holding an identifier are not required to update or correct what they previously submitted.
For a European group with a United States subsidiary, the American leg of the transparency architecture has largely been switched off while the European leg is being switched on. Planning that assumed convergence now has to assume divergence.
What this means for a structure
The register question is no longer a single question with a global answer, and three habits should change with it.
Assume the European data is reachable by anyone with a category rather than by anyone at all, which includes a counterparty who is likely to enter into a transaction with the entity and wishes to prevent a link between that transaction and money laundering. That is a wide door, and it is the one most likely to be used against a live negotiation.
Assume the historical data is reachable too. Journalists, civil society organizations and third-country counterparts of Union competent authorities see historical beneficial ownership information, including for entities dissolved in the preceding five years, and a description of the ownership structure, so a chain unwound last year is still visible to them. Restructuring on the eve of a transaction does not clear the record.
And assume divergence rather than harmonization. A structure that touches the Union, the United Kingdom and the United States now sits across three regimes moving on different timetables and in different directions, with the Union’s own transposition deadlines in Article 78 of the directive running from July 2025 to July 2029.
The offshore registers move on a fourth timetable, and no longer together. In the British Virgin Islands the Registrar could accept legitimate interest applications from 1 April 2026, under amending regulations in force since 1 July 2025. Except where the applicant is an obliged entity, the Registrar notifies the legal entity of a compliant request, the entity has five days to file an objection and five more to apply to the Registrar opposing disclosure, and the appeal route runs from there, so the entity learns it was asked about and can contest the answer. The Cayman Islands built a different procedure. Its Beneficial Ownership Transparency Act opens the search platform to a listed set of authorities, with narrower fields for licensed financial institutions and designated non-financial businesses and professions, and lets the Cabinet, subject to affirmative resolution in Parliament, open limited fields to members of the public. The Cabinet used that power in the Legitimate Interest Access Regulations, in force since 28 February 2025, for journalists and bona fide academic researchers, civil society organizations working against money laundering and persons in an actual or potential business relationship or transaction with the legal person, each of whom must also show a legitimate interest connected with money laundering, its predicate offences or terrorist financing, and subject to any prohibition granted under the separate access restriction regulations. Those Regulations address their decisions to the applicant and contain no objection step for the legal person of the kind the Virgin Islands built.
This article is informational and does not constitute tax or legal advice. The treatment of any structure depends on its facts and on the law of each jurisdiction involved. Each engagement is subject to scope and applicable regulation.