Legal Arrangements Similar to Trusts in Estonia under the EU’s Anti-money-laundering Directive
Keywords:anti-money-laundering directive, ultimate beneficial owners, UBO register, trusts, arrangements similar to trusts, civil law, mandate, silent partnership, contractual investment funds
According to EU Directive 2015/849, all Member States must establish a central register of data on ultimate beneficial owners of corporate legal entities and also of trusts and legal arrangements similar to trusts. First of all, this requires identification of the latter arrangements in the individual Member States, which is not an easy task: the definition related to being ‘similar to trusts’ is quite vague.
The main aim with the article was to determine the arrangements in Estonian private law that should be considered in implementation of the UBO-register rules. Therefore, a brief overview is provided of trusts and two types of arrangements used in civil-law systems for the same purposes – the Treuhand and fiducie. The piece then highlights the similarities between these and the trust, with the conclusion being drawn that being ‘trust-like’ in the context of the directive boils down to situations wherein from the outside the property has one person as an owner but there also exists an internal relationship that obliges the title-holder to observe certain duties and that may grant another person the economic benefit from the property.
Next, the article turns to the Estonian legal scene. Under consideration are family- and succession-law devices (e.g., executorship of a will), various forms of shared ownership and communities (in particular, silent partnership and contractual investment funds), mandate and commission contracts, intermediated holding of securities, and fiduciary ownership for security purposes. The conclusion is that there indeed are arrangements in the Estonian legal system that fall into the category of trust-like arrangements under the directive but that the registration of UBO data for all of them would not be without difficulties. Finally, some criteria for registration of the relevant arrangements are proposed.