Updated
GL-B-06
Glossary · Structures and trusts
Bearer shares - anonymous ownership that will not get you a bank account today
Shares owned by whoever holds the certificate, with no owner recorded in a register. Because of the anonymity they are banned or immobilised almost everywhere: banks and regulators will not accept them.
01 / In 30 seconds
The short answer
- What it is
- Shares belonging to whoever holds the certificate, with no record of the owner
- Distinctive feature
- Complete anonymity: no register of the owner
- Status now
- Prohibited or immobilised almost everywhere
- Why
- Because of the anonymity — a laundering risk; banks do not accept them
- What matters
- Transparent ownership instead of anonymous shares
02 / In plain words
What Bearer shares means
Bearer shares are securities that belong to whoever physically holds the certificate, with no owner’s name recorded in the company’s register. Such a share can be transferred simply by handing the paper to another person — like cash. Hence their main feature: complete anonymity of ownership.
It is precisely because of this anonymity that bearer shares became a problem: they were ideal for concealing real owners, laundering money and evading tax. It is impossible to tell who really owns the company — which directly contradicts modern beneficial ownership (UBO) and AML rules.
That is why today bearer shares are prohibited or “immobilised” almost everywhere — that is, they must be registered with a custodian with the owner disclosed, stripping them of anonymity. Banks and regulators do not accept such securities: a company with bearer shares is a red flag, and sometimes a direct obstacle to an account. The modern standard is transparent ownership.
A case from practice
A client comes to a bank with an old offshore company that has bearer shares. Under UBO rules the bank cannot identify the real owner and refuses. After the shares are converted to registered form and the beneficial owner disclosed, the structure becomes transparent and the account is opened.
Where it comes up
- Old offshore structures
- Checking the ownership structure
- Opening a company account
- Due diligence and AML
- Reorganising to meet UBO requirements
- Removing anonymity of ownership
03 / What it covers
What matters about bearer shares
Nature
- The owner is whoever holds them
- No entry in the register
- Transferred like cash
The problem
- Complete anonymity
- A laundering risk
- Contrary to UBO rules
Status
- Prohibited
- Or immobilised
- Disclosure is mandatory
Bottom line
- Banks do not accept them
- Red flag
- Transparency is needed
04 / How it works
How to put the structure in order
Identify bearer shares
We check the company's articles and register.
Identifying the real owner
Who actually holds the certificates.
Convert them to registered shares
A members' resolution and a new share register.
Disclosing the beneficial owner (UBO)
Beneficial owner details to the register and the bank.
A transparent structure
Ownership is transparent and the company passes the bank's checks.
05 / Key facts
What you need to know
01What they are
Whoever holds the certificate owns them
The owner's name is not on the register. A share is transferred by handing over the paper.
02Why they are a problem
Complete anonymity
They hide the real owner and contradict beneficial ownership and AML rules.
03Status
Banned or immobilised
Almost everywhere they have been banned or must be held by a custodian with the owner disclosed.
04The bank
A red flag
A company with such shares often cannot open an account until ownership is made transparent.
Common mistakes
Keeping an old structure with such shares
Convert the shares to registered ones and update the register.
Counting on anonymity
Disclose the beneficial owner to the bank and the register.
Going to a bank without disclosing the owner
Put the structure in order first, then apply for the account.
06 / Expert advice
How to prepare in advance
If a structure contains bearer shares, it is put in order: they are converted to registered shares or immobilised with the real owner disclosed, and the beneficial owner is honestly disclosed under UBO requirements. The modern standard is transparent ownership. Then the company passes compliance rather than running into refusal because of anonymous securities.
What we do for you. BRIDGES GLOBAL helps bring a structure into line with modern rules: we eliminate bearer shares, disclose the real owner and make ownership transparent. That way the company passes compliance, and anonymous securities do not become an obstacle to an account.
Dmitry NagyTax consultant, international taxation and compliance (ex-Big4)
07 / Questions
Frequently asked questions
Securities that belong to whoever holds the certificate, with no name recorded in the register. They are transferred like cash, giving complete anonymity of ownership.
Because of the anonymity: they were ideal for concealing owners, laundering money and evading tax. This contradicts beneficial ownership and AML rules.
As a rule, no: banks do not accept such securities. First the shares are converted to registered form and the real owner disclosed.
Immobilisation: the shares must be registered with a custodian with the owner disclosed, stripping them of anonymity. In some jurisdictions this replaces an outright ban.
Put it in order: convert the shares to registered form, disclose the beneficial owner under UBO rules and make ownership transparent. We help set this up.
Yes. A company with bearer shares is a risk signal: the account may not be opened. The modern standard is transparent registered ownership.
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