【Urgent Reminder】Countdown to Full Enforcement of the Measures for the Administration of Beneficial-Ownership Information – 1 November 2025!
Intro
The Measures for the Administration of Beneficial-Ownership Information, jointly issued by the People’s Bank of China and the State Administration for Market Regulation, took effect on 1 November 2024.
For enterprises incorporated before 1 November 2024, the one-year transition period expires in less than two months (deadline: 1 November 2025).
The Measures for the Administration of Beneficial-Ownership Information, jointly issued by the People’s Bank of China and the State Administration for Market Regulation, took effect on 1 November 2024.
For enterprises incorporated before 1 November 2024, the one-year transition period expires in less than two months (deadline: 1 November 2025).
Who exactly is a “beneficial owner”?
Why must you file?
What happens if you don’t?
And how should your company respond?
This article gives you a professional, step-by-step survival guide.
Why must you file?
What happens if you don’t?
And how should your company respond?
This article gives you a professional, step-by-step survival guide.
I. Regulators Draw the Sword: “Drill-down” to the Last Natural Person
For years, layered shareholding, nominee arrangements and cross-holdings have let the real controller hide behind a corporate veil. Such opacity breeds corruption, facilitates financial crime and raises counter-party risk. The new rules force every market participant to peel back the layers until the natural person(s) who ultimately own or control the business are exposed.
For years, layered shareholding, nominee arrangements and cross-holdings have let the real controller hide behind a corporate veil. Such opacity breeds corruption, facilitates financial crime and raises counter-party risk. The new rules force every market participant to peel back the layers until the natural person(s) who ultimately own or control the business are exposed.
II. The Core Question: Who Qualifies as a “Beneficial Owner”?
This is the issue every boss is asking.
“Beneficial owner” is not the legal representative nor the shareholder on the surface; it is the natural person who, through chains of equity or contractual arrangements, ultimately owns or controls the entity. Identification must be done layer-by-layer until you hit a flesh-and-blood individual.
This is the issue every boss is asking.
“Beneficial owner” is not the legal representative nor the shareholder on the surface; it is the natural person who, through chains of equity or contractual arrangements, ultimately owns or controls the entity. Identification must be done layer-by-layer until you hit a flesh-and-blood individual.
Three consecutive tests must be applied:
Test 1 – Equity/Interest Look-Through
A natural person who directly or indirectly holds ≥ 25 % of the shares, equity interests or partnership capital.
A natural person who directly or indirectly holds ≥ 25 % of the shares, equity interests or partnership capital.
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Direct: name appears in the shareholder register.
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Indirect: holds through one or more intermediate entities. Multiply the ownership percentage at each tier.
Example
Mr Zhang owns 40 % of Company A; Company A owns 70 % of Company B.
Zhang’s indirect stake in B = 40 % × 70 % = 28 % → > 25 %, therefore Zhang is a beneficial owner of B.
Mr Zhang owns 40 % of Company A; Company A owns 70 % of Company B.
Zhang’s indirect stake in B = 40 % × 70 % = 28 % → > 25 %, therefore Zhang is a beneficial owner of B.
Test 2 – Control or Economic-Rights Look-Through
If no-one reaches the 25 % equity threshold, examine control:
If no-one reaches the 25 % equity threshold, examine control:
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A person entitled to ≥ 25 % of profits or voting rights (typical in “same-share-different-rights” structures or special agreements).
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A person who alone or jointly exercises actual control over the entity—e.g., via concert-party agreements, majority board seats, power to appoint key managers, etc.
Test 3 – Senior-Management Fallback
If Tests 1 & 2 yield no-one, the top-tier executives who run daily operations (chairman, GM, legal representative, etc.) are deemed the beneficial owners.
If Tests 1 & 2 yield no-one, the top-tier executives who run daily operations (chairman, GM, legal representative, etc.) are deemed the beneficial owners.
Warning: If identification is difficult, hire professionals. Never guess or file blindly—false declarations can trigger administrative penalties.
III. Hands-On Manual: Timeline, Scope & Filing Process
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Who must file?
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Companies
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Partnerships
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Branches of foreign firms
(basically all market entities except those exempt)
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Any exemption?
Yes. Micro & small players whose shareholders/partners are all natural persons and who have no nominee or complex control arrangements may file a simple exemption statement instead of detailed beneficial-owner data. -
What data must be filed?
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Name, gender, nationality
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Date of birth, ID number/passport
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Contact details
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Type of beneficial relationship (equity, control, etc.)
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Start & end dates of such relationship
The company is legally liable for truthfulness, accuracy and completeness. -
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Critical deadlines
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Existing entities (incorporated before 1 Nov 2024):
Must complete first-time filing by 1 November 2025. -
After first filing: update within 15 days whenever any beneficial-owner information changes.
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How to file
Log in to the National Enterprise Credit Information Publicity System (or local registry portal) and complete the module.
Data are automatically pushed to the PBOC’s central beneficial-ownership database.
You may delegate the work to a law firm, CPA or corporate-services provider.
IV. Risk Alert: Compliance Is Your Strongest Moat
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Late or false filing: up to RMB 50 000 fine from market-regulation authorities.
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Down-stream impact: when banks conduct KYC, or when government agencies review bids, grants, loans, IPOs or foreign-exchange transactions, missing or wrong beneficial-owner data can block remittances, disqualify tenders, freeze credit, derail listings and disrupt daily operations.
Bottom line: proactive, accurate compliance is not just a legal duty—it builds a firewall around your company’s future.
Final call: Millions of pre-2024 companies still overlook this rule and risk missing the 1 November 2025 cliff.
Act now—review your ownership chain, collect the documents and file in time.
The penalty for delay is real; the cost of inaction could be your business itself.
Act now—review your ownership chain, collect the documents and file in time.
The penalty for delay is real; the cost of inaction could be your business itself.