Ownership and beneficial owners

Documentation Index

Fetch the complete documentation index at: https://docs.commenda.io/llms.txt

Use this file to discover all available pages before exploring further.

The Ownership tab lets you track who owns each entity and who controls it. Commenda records both shareholders (individuals or corporate entities holding equity) and ultimate beneficial owners (UBOs) — the natural persons who ultimately own or control the entity, as required by KYC and beneficial ownership reporting rules in most jurisdictions.

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Viewing ownership

1. Go to Entities and select an entity.
2. Click the Ownership tab.

The Ownership tab is organized into three sections:

• Shareholders — every individual and corporate entity that holds equity in the entity, with their ownership percentage, relationship type, and stock class.
• Ultimate beneficial owners — the natural persons who own or control the entity, either directly or indirectly through corporate shareholders. UBOs are computed automatically based on the shareholding tree and your jurisdiction’s UBO threshold.
• Recent documents — recently uploaded entity documents (incorporation certificates, share certificates, register extracts, etc.).

The header shows the total ownership recorded against the entity. Commenda enforces a 100% ownership budget — you cannot add or edit a shareholder if the resulting total would exceed 100%.

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Adding a shareholder

Click Add shareholder and choose whether the new shareholder is an individual or another entity in your workspace.

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Individual shareholder

For an individual, provide:

• First and last name
• Date of birth
• Nationality
• Ownership percentage (0–100)
• Relationship type — Founder, Investor, Employee, Board member, Advisor, or Other
• Stock class (optional) — see Stock classes
• Significant control (optional) — mark the person as having significant control even if they are also a shareholder; you can then pick a control type

If the individual passes the UBO threshold for the entity’s incorporation country, they are automatically recorded as a beneficial owner.

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Corporate shareholder

For a corporate shareholder, pick another entity from the same workspace and provide:

• Ownership percentage (set to 0 to record a control-only relationship — see Control-only corporate shareholders)
• Relationship type — Parent, Investor, or Other
• Stock class (optional)
• Significant control (optional) — toggle on if the corporate shareholder exercises significant control over this entity
• Inherited UBOs — pick which of the parent’s UBOs should propagate down as indirect UBOs of this entity

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Selecting inherited UBOs

When a corporate entity becomes a shareholder, you choose explicitly which of its UBOs propagate down as indirect UBOs of the entity below. The picker lists every UBO recorded against the parent entity; tick the ones that should also be UBOs of this entity. Leaving the list empty propagates no UBOs — the corporate shareholder still appears as a shareholder, but none of its UBOs become indirect UBOs of this entity. For each inherited UBO you can override the control type — for example, to mark a parent’s founder as exercising “Other significant control” rather than “Indirect ownership” for this entity.

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Control-only UBOs

Some individuals control an entity without holding any equity — for example, a person who can appoint or remove the majority of the board. To record this:

1. Click Add shareholder → Individual.
2. Enter their details and set Ownership percentage to 0.
3. Toggle Has significant control on and pick a Control type.

The person appears in the Ultimate beneficial owners section but not in the Shareholders list, since they hold no equity.

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Control-only corporate shareholders

A corporate entity can also exercise significant control without holding equity — for example, a holding company that has board appointment rights over a sister entity. To record this, add the corporate shareholder with Ownership percentage set to 0 and Significant control toggled on. The link appears as a dashed edge on the Corporate structure org chart to distinguish it from equity ownership.

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Beneficial owner control types

Each UBO is tagged with the basis on which they qualify. Commenda supports the control types most commonly required by global beneficial ownership registers:

• Direct ownership — the person directly owns shares above the threshold
• Indirect ownership — the person owns the entity through one or more intermediate corporate shareholders
• Other significant control — non-equity control (e.g. board appointment rights, voting trusts)

Click any UBO to open their detail panel, where you can review their address, nationality, date of birth, masked SSN (last four digits only), and the roles they hold across the entity (director, officer, shareholder, UBO, authorized signatory). For inherited UBOs, the panel shows the path of corporate shareholders through which they own the entity.

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UBO thresholds

The UBO threshold is the minimum ownership percentage at which a person is treated as a beneficial owner. Commenda applies the threshold for the entity’s country of incorporation — for example:

• 25% for most EU countries, the United States, the United Kingdom, Canada, and Australia
• 10% for India, Chile, Argentina, and many Caribbean jurisdictions
• 5% for Colombia, Ghana, Nigeria, and South Africa
• Any positive ownership for Ecuador and Guatemala

Thresholds are applied automatically — you do not need to configure them per entity.

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Stock classes

If an entity has multiple classes of stock (Common, Preferred Series A, etc.), you can define each class on the entity and assign it to individual shareholdings. Each stock class has:

• Class name (e.g. “Common”, “Preferred Series A”)
• Type (Common or Preferred)

Stock classes are created and listed per entity. Once a class exists on an entity, it appears in the Stock class dropdown when adding or editing a shareholder on that entity. Classes that are still attached to a shareholding cannot be deleted — reassign or remove the shareholdings first.

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Non-controlled entities and ownership

If a corporate shareholder is a non-controlled entity, it still appears as a shareholder of the entity below and is included in the Corporate structure org chart. However, Commenda does not walk through a non-controlled parent when computing inherited UBOs — only ownership through entities you control contributes to the indirect-ownership UBO calculation. This keeps reporting focused on the people and entities you actually manage.

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Editing and removing shareholders

Use the row actions on each shareholder to update or remove them.

• Editing an individual to 0% ownership requires Significant control to be on; otherwise the person no longer qualifies as a shareholder or a UBO and you should Remove them instead.
• Editing a corporate shareholder to 0% is allowed only when Significant control is on (a control-only corporate shareholder). Otherwise, remove the corporate shareholder if it no longer holds equity.
• Removing a shareholder also removes any UBOs that only existed because of that shareholding. Inherited UBOs from other branches are preserved.
• Inherited UBOs cannot be edited or removed directly — change them by editing the parent corporate shareholder’s inherited-UBO selection.

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Exporting an ownership summary

Click Export on the Ownership tab to download a PDF summary of the entity’s ownership and control. The document includes:

• A cover page with entity name, incorporation country, and report date
• The full shareholder register with ownership percentages and stock classes
• All ultimate beneficial owners with their control type and source
• Snapshot metadata so the report is suitable for sharing with banks, auditors, and regulators

The PDF contains every shareholder and UBO regardless of pagination on screen.

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Org structure view

For companies with multiple related entities, open the Corporate structure view to see the full ownership graph as a diagram. See Corporate structure for details.