Solicitor Certification of Corporate Structure Charts

Banks, financial institutions, investors and compliance teams often ask businesses for a solicitor certification of a corporate structure chart. This request commonly arises during business bank account applications, KYC checks, AML reviews, financing transactions and corporate due diligence.

Ginkgo Advisory provides UK solicitor certification of corporate structure charts for UK and international businesses.

We can review many types of ownership structures. For example, a structure may include UK companies, overseas companies, holding companies, subsidiaries, trusts, trustees, partnerships, individuals or several layers of ownership across different countries.

Most importantly, we do not simply sign or stamp a chart. We carry out appropriate due diligence before we certify it.

What is a corporate structure chart?

A corporate structure chart shows how a company or business group is owned and controlled.

For example, the chart may show:

• parent companies;
• subsidiaries;
• holding companies;
• direct shareholders;
• indirect shareholders;
• shareholding percentages;
• ultimate beneficial owners;
• trusts;
• individual or corporate trustees;
• partnerships;
• nominee arrangements; and
• entities in different countries.

Therefore, a clear structure chart helps a bank or compliance team understand the ownership chain without having to interpret a large number of separate corporate documents.

A simple structure may have only one shareholder and one company. However, an international group may have several companies, trusts and individuals between the operating company and its ultimate owners.

We can consider both simple and complex structures.

Why do banks ask for a solicitor-certified corporate structure chart?

Banks need to understand who owns and controls their business customers.

As part of their KYC and AML procedures, they may need to identify:

• the direct shareholders;
• intermediate holding entities;
• the ultimate beneficial owners;
• the percentage held at each level; and
• any person or entity that exercises control.

For a simple company, public company records may provide much of this information.

However, the position can become more complicated when a company has an overseas parent, several layers of ownership or a trust within the structure.

As a result, a bank may ask for a corporate structure chart together with certification by a solicitor or another recognised professional.

The certified chart gives the bank a clear summary of the ownership chain. In addition, the solicitor’s review provides an independent professional check of the information shown on the chart.

What does a solicitor check before certifying a corporate structure chart?

We carry out appropriate due diligence before providing certification.

The exact review depends on the structure. Nevertheless, we will normally check the important information shown on the chart against suitable supporting evidence.

For example, we may review:

• company registry records;
• incorporation documents;
• shareholder information;
• registers of members;
• annual returns or confirmation statements;
• company extracts;
• certificates issued by company registries;
• trust documents;
• information from trustees;
• documents from registered agents;
• documents from accountants or auditors;
• information from lawyers or corporate service providers; and
• other reliable evidence of ownership and control.

We may also conduct appropriate public registry searches where reliable records are available.

Therefore, the documents we need will vary from case to case.

A simple UK structure may require relatively straightforward checks. In contrast, a structure involving several overseas companies and trusts may require more supporting evidence.

We do not simply certify an unverified chart

This point is important.

A solicitor should have a proper basis for giving a professional certification. Therefore, we do not simply add our signature, stamp or certification wording to a structure chart supplied by a client.

Instead, we first review the ownership structure and the supporting evidence.

We then compare the evidence with the information shown on the chart.

If we find missing information, we will ask for further documents.

Likewise, if company records conflict with the chart, we will ask the client or professional adviser to explain the difference.

Once we have completed the necessary checks and have sufficient evidence, we can consider the appropriate certification wording.

This process helps ensure that the certification has a proper evidential basis.

International corporate structures

A corporate structure does not need to consist only of UK companies.

We can review ownership structures involving entities from different jurisdictions.

For example, a UK company may have:

• an Australian parent company;
• a European holding company;
• an Asian shareholder;
• a US company within the ownership chain;
• an offshore holding entity; or
• several entities incorporated in different countries.

The country of incorporation does not automatically prevent certification.

Instead, the key question is whether we can obtain sufficient and reliable evidence to verify the relevant ownership information.

Some countries provide extensive public company information. Others provide much less information to the public.

Therefore, the documents required for an overseas company will depend on the jurisdiction and the information available.

Where necessary, we may ask for documents from the company’s accountant, lawyer, registered agent, company secretary or corporate service provider.

Corporate structures involving trusts

We can also consider structures that include trusts.

For example, shares in a company may be held by:

• an individual trustee;
• several trustees;
• a corporate trustee;
• a discretionary trust;
• a family trust; or
• another trust arrangement.

A trust differs from a company because the trust itself does not usually operate as a separate incorporated legal entity.

Therefore, we may need different documents to verify a trust relationship.

Depending on the circumstances, we may need to understand who acts as trustee, how shares are held and how the trust fits within the ownership chain.

We will then consider how the structure chart should describe the relationship.

Structures involving different types of entities

Corporate groups do not always follow a simple company-to-company ownership model.

For example, the ownership chain may include:

• limited companies;
• overseas corporations;
• limited liability partnerships;
• partnerships;
• trusts;
• corporate trustees;
• individual trustees;
• individuals;
• special purpose vehicles;
• investment vehicles; or
• other legal entities or arrangements.

In addition, one structure may contain several different types of entity.

That does not necessarily prevent certification.

Instead, we review the legal and ownership relationship at each level. We then determine what evidence we need to support the information shown on the chart.

Can we certify a chart prepared by an accountant?

Yes, potentially.

The solicitor does not always need to create the original corporate structure chart.

For example, an accountant, auditor, company secretary, corporate service provider or another professional adviser may prepare the chart.

However, we still need to carry out our own review before providing solicitor certification.

Therefore, where another professional has prepared the chart, we may ask them to provide the information and documents that they relied on.

This may include corporate registry records, company searches, shareholder records and information received from the client.

Direct communication with the accountant or professional adviser can also help us understand how they prepared the structure.

Nevertheless, we will decide what additional checks we need before we provide our certification.

Can we certify a chart prepared by the company itself?

Potentially, yes.

A director or company officer may prepare the structure chart.

However, we will still need supporting evidence.

For example, we may compare the chart against official company records, shareholder documents and information concerning any trusts or overseas entities.

If the evidence supports the chart, we can then consider certification.

If it does not, we may ask the company to amend the chart before we proceed.

What should a corporate structure chart show?

The exact requirements depend on the bank or organisation requesting the document.

However, a good corporate structure chart will normally show the ownership chain clearly from the applicant company to the ultimate owners.

Where relevant, the chart may include:

• the full legal name of each entity;
• the jurisdiction of incorporation;
• the company or registration number;
• the ownership percentage;
• the relationship between parent and subsidiary entities;
• direct and indirect ownership;
• trusts and trustees;
• beneficial ownership information; and
• individual ultimate owners.

The chart should also make the ownership path easy to follow.

For example, if Company A owns 100% of Company B and Company B owns 100% of the UK applicant company, the chart should show each level clearly.

Likewise, if several parties own different percentages of a holding company, the chart should clearly identify those percentages.

Clear presentation can make the bank’s compliance review easier.

What if the ownership structure is complicated?

A complicated structure does not necessarily create a problem.

International corporate groups often develop complex ownership structures for commercial, investment, family or operational reasons.

For example, a group may involve several holding companies, multiple shareholders, trusts and subsidiaries across several jurisdictions.

In that situation, we work through the ownership chain step by step.

First, we identify each relevant entity or person.

Next, we identify how each party owns or controls the entity below it.

We then review supporting evidence for those relationships.

Finally, we compare the verified information with the structure chart.

If the chart needs amendments, we can identify the points that require clarification before certification.

What if a trust holds shares in a company?

Trust ownership requires particular care because legal ownership and beneficial interests may not operate in the same way as ordinary company shareholding.

For example, a trustee may appear on a company’s shareholder register while holding the shares in a trustee capacity.

Therefore, the structure chart should describe the arrangement accurately.

We may ask for appropriate trust or trustee documentation so that we can understand the relationship.

Once we have reviewed the evidence, we can determine how the trust and trustee should appear on the chart.

What if the entities come from several different countries?

That is common in international business structures.

For example, an operating company in England may sit below a parent company in one country, which itself has shareholders or trust arrangements in another country.

We can consider structures involving several jurisdictions.

However, different countries provide different types of corporate records.

Therefore, we approach each jurisdiction according to the evidence available.

In some cases, we may verify information through public company registers. In other cases, we may require certified company extracts, registers, constitutional documents or information from a local professional adviser.

The main requirement remains the same: we must have a reasonable evidential basis before we certify the ownership structure.

Corporate structure chart certification for bank account applications

Banks commonly request structure charts during business account onboarding.

This is especially common when:

• a UK company has an overseas parent;
• a company forms part of an international group;
• ownership passes through several companies;
• trusts appear within the structure;
• several individuals ultimately own the business; or
• public records do not show the complete ownership chain clearly.

A solicitor-certified structure chart can therefore provide a useful summary of the group.

However, each bank sets its own compliance requirements.

For that reason, we recommend sending us the bank’s original request or instructions wherever possible.

We can then consider the wording and the scope of certification that the bank has requested.

Corporate structure chart certification for KYC and AML purposes

Banks are not the only organisations that may ask for a certified ownership chart.

Businesses may also require one for:

• KYC onboarding;
• AML checks;
• payment provider applications;
• fintech onboarding;
• lending transactions;
• investment due diligence;
• corporate transactions;
• regulatory reviews;
• professional adviser checks; or
• internal compliance procedures.

Although the purpose may differ, the underlying issue remains similar.

The receiving organisation wants to understand who ultimately owns and controls the business.

Therefore, a clear and properly verified corporate structure chart can help explain the ownership chain in a concise format.

Our solicitor certification process

Our process will depend on the structure, but it generally follows several stages.

1. Send us the corporate structure chart

First, send us the current chart that you want certified.

If a bank or other organisation has provided specific instructions, please send those instructions as well.

2. We review the structure

We identify the companies, trusts, individuals and other entities shown in the ownership chain.

We also consider the jurisdictions involved and the type of evidence available.

3. We request supporting evidence

Next, we identify the documents and information required for our review.

The exact requirements depend on the structure.

4. We carry out due diligence

We review the supporting documents and carry out appropriate checks.

Where relevant, we may also review registry information or communicate with accountants and other professional advisers.

5. We resolve any questions

If we find a discrepancy or missing information, we ask for clarification.

Therefore, we do not certify the chart until we have dealt with any material issues.

6. We provide solicitor certification

Once we have completed our review and have a proper basis for certification, we apply suitable certification wording.

The exact wording may depend on the purpose of the document and the requirements of the receiving organisation.

Can we provide electronic certification?

In many cases, yes.

Whether electronic certification will meet the recipient’s requirements depends on the bank or organisation requesting the document.

Some institutions accept electronically signed or digitally certified documents. Others ask for a scanned signed document or an original hard copy.

Therefore, you should send us any instructions you have received.

We can then prepare the certification in an appropriate format where possible.

Does solicitor certification guarantee that a bank will accept the chart?

No.

A solicitor can review and certify a corporate structure chart, but the bank makes its own compliance decision.

Banks may also request further information as part of their KYC or AML procedures.

Therefore, solicitor certification does not guarantee account approval or acceptance of a particular document.

However, a clearly prepared and properly supported certification can help the bank understand the ownership structure and the basis of the information provided.

What documents should you send us?

To start the review, please send:

1. The current corporate structure chart
2. The bank’s or recipient’s certification request, if available
3. Any supporting corporate documents already available
4. Details of the accountant, auditor or professional adviser who prepared the chart, where applicable

We can then review the structure and confirm what further evidence we require.

Because every ownership structure differs, we do not use the same document checklist for every matter.

Instead, we tailor our due diligence to the companies, trusts, individuals, jurisdictions and ownership arrangements involved.

UK solicitor certification for complex and international ownership structures

Ginkgo Advisory provides solicitor certification of corporate structure charts for businesses with both straightforward and complex ownership structures.

The holding entities do not all need to be UK companies.

Likewise, the structure does not need to use only companies.

We can consider structures involving companies, overseas entities, trusts, trustees, individuals, partnerships and other ownership arrangements across different jurisdictions.

However, we must first obtain enough reliable evidence to carry out the necessary due diligence.

Therefore, our certification process focuses on one core principle: we verify the relevant ownership information before we certify the corporate structure chart.

If your bank, financial institution, investor or compliance team has asked for a corporate structure chart certified by a UK solicitor, you can send us the chart together with the recipient’s requirements for an initial review.