Selling Shares: The UBO Steps on Exit

The out. The transfer: the shares sold — the 15-day — the registers. The file: the seller's — the closed — the retained. The lesson: the seller's exit updated — the transfer, the registers — the out recorded.

The in. The holding: the acquired — the cascade — the new UBOs. The analysis: the buyer's — the re-run — the conclusions. The lesson: the buyer's entry analysed — the cascade, the UBOs — the in recorded.

The transfer. The file: the UBO history — the buyer — the received. The continuity: the records — the continuing — the complete. The lesson: the file handed over — the history continuing — the exit done right.

The seller's UBO work completes at completion — checklist it. Before: the registers current — the position being sold accurately recorded. At completion: the transfer instrument executed — the 15-day update filed — the registers reflecting the exit. After: the seller's file closed — the history retained per the retention schedule — the buyer's handover complete. The warranties: the SPA's UBO warranties — the seller's position warranted as at completion. The tail: the post-completion queries — the seller's cooperation per the SPA — the file available. The seller who completes the checklist exits cleanly; the one who files the transfer and forgets the update leaves the register wrong — and the liability open.

The buyer's UBO work starts at completion — the first 100 days set the standard. Day 1-15: the cascade re-run — the new UBOs identified — the registers updated — the filing made. Day 15-30: the file received from the seller — the history verified — the gaps identified. Day 30-60: the gaps remediated — the stale documents refreshed — the analysis completed. Day 60-100: the systems built — the 15-day diary, the annual review date, the named owner. The standard: by day 100, the buyer's UBO file is better than the seller's was — the acquisition improving the compliance, not just inheriting it. The first 100 days are the buyer's UBO foundation — build it well.

The buyer's UBO warranty claim meets the seller's file — the defence. The warranties: the registers' accuracy warranted — the scope. The claim: the alleged breach — the facts. The file: the seller's UBO records — the cascade, the registers, the receipts — the evidence. The disclosure: the disclosed gaps — the protection. The defence: the file proving the position — the honest records. The lesson: the complete file as the warranty's best defence — the records kept. The seller's UBO file is the warranty claim's answer — the documented truth, the disclosed gaps, the complete history.

Beneficial-ownership compliance is continuous, not a one-off filing. Whenever the company is informed of a change to the information in its registers — a new shareholder, a transfer, a passport renewal, an address change, a nominee's appointment or cessation — the registers must be updated within 15 days. Article 7 builds a formal notice procedure around doubtful cases: if it becomes clear to the legal person that a natural person could be a beneficial owner but the details are not properly registered, the company must inquire; if 15 days pass without a response, it registers the details it believes correct and informs the person of the inclusion. Share transfers get their own lock: no document relating to a change of ownership may be registered or enforced unless the transferee (or their representative) submits a statement on whether the transfer changes the beneficial owner, the nature of that change, and the new beneficial owner's information for the register. Practically, this means every share transfer, capital event and director change in your company should pass through a UBO checkpoint before it is finalised.