The U.S. government requires financial institutions, like Atlantic Union Bank, to collect and verify specific information from legal entities establishing relationships with those institutions in order to help fight financial crime. Because legal entities can be abused to disguise involvement in money laundering, terrorist financing, tax evasion, corruption, fraud, and other financial crimes, requiring the disclosure of key individuals who own (“Beneficial Owners”) and/or control a business (“Controlling Individuals”) helps law enforcement investigate and prosecute these crimes.
The Beneficial Ownership Form
Beneficial Ownership Information must be provided on our Beneficial Ownership Form before a new account can be opened, or a new service can be established. We may also request Beneficial Ownership Information for certain renewals, modifications, or if your legal entity’s beneficial ownership has changed. Information regarding these requirements can be found below.
Frequently Asked Questions
What is the definition of a "Beneficial Owner?"
A Beneficial Owner is defined as an individual person who owns, either directly or indirectly, 25% or more of the equity interest in a legal entity.
What is the definition a “legal entity?"
For the purposes of the Beneficial Ownership Certification, a legal entity includes any of the following: Corporations, LLC’s, General Partnerships, any other entities created by a filing of a public document with a Secretary of State or similar office. A legal entity does not include sole proprietorships, civic clubs, unincorporated associations or natural persons opening accounts on their own behalf.
What’s the definition of a “Controlling Individual?"
A Controlling Individual, or Control Prong, is a person with significant responsibility for managing the legal entity. Examples of a Controlling Individual can include a chief executive officer, chief financial officer, chief operating officer, managing member, general partner, president, vice president, or treasurer. Generally, this is the individual who has the authority to act on behalf of your legal entity to make decisions related to financial relationships.
Can a person be both a Beneficial Owner and a Controlling Individual?
Yes. A person that meets the Controlling Individual definition may also own 25% or more of the entity and can be listed as both on the form.
What personal information will I need to provide?
For each person named on the certification, we are required to obtain their legal name, physical address, date of birth, and Social Security number (SSN). If they are not a U.S. citizen, then a passport number may be provided in lieu of the SSN. Additionally, we will need a copy of a government-issued ID, like a driver’s license or passport, for verification of each named individual.
I am already an Atlantic Union Bank customer. Do I still need to provide this information?
Yes. We are required to obtain the beneficial ownership information when a new account is opened, a new loan is obtained, new trust or cash management services are obtained, or a time deposit or loan is renewed in most cases. It may also be required if you request or conduct certain higher risk services, such as international wires, or upon an account review.
Are there any exceptions?
There are a few exceptions to the collection of beneficial ownership information. It is not required to be collected for government agencies, publicly traded companies or their subsidiaries where they own more than 50% of the subsidiary, along with others listed in Appendix I.
Who can sign the form?
An individual who meets one or more of criteria below is authorized to the sign the form:
- An individual who is authorized to open an account on the behalf of the legal entity
- An individual who actively maintains a position within the legal entity’s C-Suite (large legal entities)
- An individual who is the Owner, President or Vice President (small legal entities)
What does signing the Certification mean?
Signing the Certification means that the person signing is stating that to the best of his or her knowledge, the information on the form is complete and correct.
Will I have to provide this information on a regular basis?
Once we’ve obtained a beneficial ownership certification for your legal entity, we may ask you to confirm the information when you open additional new accounts, obtain new services, or renew certain products. We will also ask you to update your information if your legal entity’s ownership structure has changed. We will also ask you to update your information if your legal entity’s ownership structure has changed. If nothing has changed, we may ask you to certify that the information has not changed. The certification requires that Atlantic Union Bank be informed of any changes in ownership or control. Please let us know if there is a change in ownership or control of your company so we can obtain an up-to-date certification that reflects accurate information.
What if my company is owned by another legal entity?
If your legal entity is owned by one or more legal entities, we are required to obtain information on the individual persons behind those layered entities who ultimately have the equivalent of 25% or more ownership of your legal entity.
Do we need to complete a certification if there are no individuals with 25% or more ownership?
Yes. You would simply mark the box indicating there are no individuals with beneficial ownership and complete the section for the individuals who are considered Controlling Individuals.
What will Atlantic Union Bank do with this information?
We are required to maintain this information as part of our records that are associated with your legal entity. We treat this information with the same high level of confidentiality and security as we do all our customer information.
If you have any further questions, please contact your Relationship Manager.
Exclusions from the definition of Legal Entity Customer
A legal entity customer does not include:
- A financial institution regulated by a federal functional regulator1 or a bank regulated by a state bank regulator;
- A person described in 31 CFR 1020.315(b)(2) through (5)
- A department or agency of the United States, of any state, or of any political subdivision of any State;
- Any entity established under the laws of the United States, of any state, or of any political subdivision of any state, or under an interstate compact between two or more states, that exercises governmental authority on behalf of the United States or any such state or political subdivision
- Any entity (other than a bank) whose common stock or analogous equity interests are listed on the New York Stock Exchange or the American Stock Exchange (currently known as the NYSE American) or have been designated as a NASDAQ National Market Security listed on the NASDAQ stock exchange (with some exceptions)
- Any subsidiary (other than a bank) of any “listed entity” that is organized under the laws of the United States or of any state and at least 51 percent of whose common stock or analogous equity interest is owned by the listed entity, provided that a person that is a financial institution, other than a bank, is an exempt person only to the extent of its domestic operations;
- 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 CFTC;
- A public accounting firm registered under section 102 of the Sarbanes-Oxley Act;
- A bank holding company or savings and loan holding company;
- A pooled investment vehicle that is operated or advised by a financial institution that is excluded under paragraph (e)(2);
- An insurance company that is regulated by a state;
- A financial market utility designated by the Financial Stability Oversight Council;
- A foreign financial institution established in a jurisdiction where the regulator of such institution maintains beneficial ownership information regarding such institution;
- 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.
Trusts are not included in the definition of legal entity customer, other than statutory trusts created by a filing with a Secretary of State or similar office. If a Trust maintains beneficial ownership of at least 25% or more of a legal entity, the trustee should be listed as Beneficial Owner.
Certain legal entity customers are subject only to the controlling individual of the beneficial ownership requirement, including:
- A pooled investment vehicle operated or advised by a financial institution not excluded under paragraph 31 CFR 1010.230(e)(2); and
- Any legal entity that is established as a nonprofit corporation or similar entity and has filed its organizational documents with the appropriate state authority as necessary.
1Federal functional regulator means: Federal Reserve, FDIC, NCUA, OCC, U.S. Securities and Exchange Commission (SEC), or U.S. Commodity Futures Trading Commission (CFTC).