Upcoming Deadline: Beneficial Ownership Filing Due November 1

Starting November 1, 2024, most business entities in China, excluding individually owned businesses, are required to file information about their beneficial owners under new compliance measures. Entities registered before this date benefit from a one-year grace period, which ends on November 1, 2025. With the deadline approaching, businesses that have not yet completed their filing should take prompt action to ensure compliance and avoid potential penalties.

On April 29, 2024, the People’s Bank of China (PBOC) and the State Administration for Market Regulation (SAMR) jointly issued the Administrative Measures on Beneficial Owner Information (referred to as the “BOI Measures”). The new measures took effect from November 1, 2024.

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The BOI Measures add another layer to China’s beneficial owner filing system. Although the BOI information won’t be publicly accessible, relevant agencies and institutions can query it for anti-money laundering and counter-terrorism financing checks.

According to the BOI Measures, market entities—including companies, partnerships, and branches of foreign companies in China—are mandated to file their beneficial owner information through the relevant registration system. Failure to comply may result in a penalty of up to RMB 50,000 (approximately US$6,900).

With less than a month remaining until the grace period expires, businesses should prioritize completing the filing process now to ensure compliance and avoid last-minute technical or documentation issues.

In this article, we explore the essential aspects of China’s beneficial owner filing system, delving into the definition and determination of the beneficial owner, the filing requirements, and upcoming developments that businesses should be aware of.

What is a beneficial owner?

According to the Measures, a beneficial owner refers to a natural person who ultimately owns or controls the registered entity or enjoys the ultimate benefits of the registered entity.

Beneficial owner vs. actual controller

While the concept of the “beneficial owner” may appear similar to that of the “actual controller” under the Company Law, there are distinct differences between the two:

• First of all, the beneficial owner encompasses three aspects: ownership, control, and income. The beneficial owner can be either the owner of the company (partnership), the controller, or the beneficiary.
• Second, beneficial owners need to penetrate to natural persons. The “actual controller” can be either a legal person or a natural person, while the beneficial owner is always a natural person. In identifying the beneficial owner, it is necessary to “penetrate through layers” to find the individual who ultimately owns and actually controls the filing entity or enjoys its final income.

Read more: BOI Filing in China Q&A (I): What is a Beneficial Owner?

How to determine the beneficial owner of your business?

A natural person is considered a beneficial owner if they meet any of the following criteria:

• Directly or indirectly holds 25 percent or more of the equity, shares, or partnership interests in the filing entity;
• Holds 25 percent or more of the income rights or voting rights, even if not meeting the first criterion;
• Individually or jointly exercises actual control over the registered entity, even if not meeting the first criterion.

The term “actual control” refers to various forms of influence, including but not limited to control through agreements, close relationships, or other mechanisms. This includes the ability to appoint or remove legal representatives, directors, supervisors, senior officers, or executive partners, as well as to influence major business operations, management decisions, financial matters, or long-term control over significant assets or funds.

If none of the above criteria apply, the person responsible for the daily operations and management of the filing entity shall be deemed the beneficial owner for filing purposes.

For wholly state-owned and state-controlled companies, the legal representative must be filed as the beneficial owner.

For branches of foreign companies, the beneficial owner is the individual identified by the foreign company based on the above criteria, who must also be a senior management personnel of the branch.

It’s important to note that any exemption standards for declaring beneficial ownership that may apply in a foreign company’s home jurisdiction do not apply in China.

Which entities need to file beneficial ownership information?

Companies, partnerships, and branches of foreign companies are currently the “filing entities” stipulated by the BOI Measures. Individually owned businesses do not need to file beneficial ownership information.

Non-corporate legal persons, sole proprietorships, farmer cooperatives (and their federations) and their branches, as well as branches of domestic companies and partnerships, are temporarily exempt from filing beneficial ownership information

What are the beneficial owner filing requirements in China?

New entities

For new entities established after November 1, 2024, they must file beneficial owner information through the relevant registration system during establishment registration.

If establishment registration cannot be done via the registration system, it can be completed on-site. Beneficial owner information should still be filed within 30 days of the establishment registration date.

Existing entities

For filing entities that have completed registration prior to the effectiveness of the BOI Measures, i.e., before November 1, 2024, they were given a one-year grace period. This means these entities must complete their beneficial owner information filing by November 1, 2025. Companies that miss this deadline risk non-compliance penalties and potential impacts on business registration or banking procedures.

Exemption for small entities

For registered entities with a registered capital not exceeding RMB 10 million (or its equivalent in foreign currency) and where all shareholders or partners are natural persons, there is an exemption.

If there are no natural persons other than shareholders or partners exercising actual control over the entity or benefiting from it through means other than equity or partnership interests, these eligible entities can read and confirm a commitment letter in the system to be exempted from further reporting of beneficial ownership information.

Change of BOI filing

If there’s any change to beneficial owner information or if the entity no longer qualifies for exemption, the updated information must be filed within 30 days through the relevant registration system.

Read also: BOI Filing in China Q&A (II): Who Needs to Comply?

What information needs to be filed?

When filing the information of the beneficial owner, a filing entity is required to fill in the following information:

• name;
• gender;
• nationality;
• date of birth;
• address of habitual residence or workplace;
• contact details;
• type, number, and period of validity of the identity certificate or other identity documents; and
• type of the beneficial ownership relationship, date of formation, and termination (if any).

The following information may also need to be filed, depending on the specific situation of the beneficial owner:

• the ratio of equity, shares, or partnership interests held by the beneficial owner;
• the ratio of income rights or voting rights; or
• the method of actual control.

Read also: BOI Filing in China Q&A (III): How to Decide the Beneficial Owner?

Is the beneficial owner information filed open to the public?

No. In consideration of the security and privacy of beneficial ownership information, the recorded data will not be publicly disclosed but will be accessible only to government departments and anti-money laundering obligated institutions for fulfilling their legal duties.

The relevant state agencies, financial institutions, and specific non-financial institutions are required to keep the confidentiality of lawfully obtained beneficial owner information.

Key takeaway

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For most filing entities, the beneficial owner is typically the individual who ultimately holds more than 25 percent of the shares. Entities with more complex ownership structures must identify beneficial owners in accordance with the standards outlined in the BOI Measures.

To support these entities, the People’s Bank of China (PBOC) has issued a Beneficial Ownership Information Filing Guide, offering detailed instructions for navigating the filing process. In addition, the PBOC has released online service guides to help businesses and the public better understand the relevant policies.

With the final deadline of November 1, 2025, approaching, businesses are strongly encouraged not to delay. Reviewing corporate structures, confirming beneficial owner identities, and completing the filing early will help ensure compliance and avoid last-minute complications or regulatory penalties.

(This article was first published on June 5, 2024, and was last updated on October 9, 2025.)

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