Co-Owners: What is a substantial controller?

A substantial controller refers to an individual who is in a position to substantially control the business operations of a corporation. Specifically, it is defined in Article 11, Paragraph 2 of the Act on Prevention of Transfer of Criminal Proceeds Enforcement Regulations as follows. If there are multiple applicable individuals, please declare all of them. In the case of a corporation where an individual holds more than 50% of the voting rights, only the holder of more than 50% of the voting rights is subject to confirmation. (This means that even if there are holders of more than 25% of the voting rights, they are excluded from confirmation.) 

For corporations adopting the principle of majority rule 

Examples of corporations: joint-stock companies, investment corporations, special-purpose companies, etc.

 Applicable individuals: 

1. An individual who directly or indirectly holds more than 25% of the total voting rights of the corporation. 

2. (If 1 is not applicable) An individual recognized as having dominant influence over business activities through investment, loans, transactions, or other relationships. 

3. (If 1 and 2 are not applicable) An individual who represents the corporation and executes its operations. 

Corporations other than the above

 Examples of corporations: general incorporated associations and foundations, educational corporations, religious corporations, medical corporations, social welfare corporations, specified non-profit corporations, partnership companies (general partnerships, limited partnerships, limited liability companies), etc.

Applicable individuals: 

1. An individual who receives more than 25% of the total dividends of the corporation. 

2. (Or) An individual recognized as having dominant influence over business activities through investment, loans, transactions, or other relationships. 

3. (If 1 and 2 are not applicable) An individual who represents the corporation and executes its operations.