Prime

Compliance Requirements

Coinbase requires certain information to stay up to date with compliance standards. The following article includes frequently asked compliance questions.

Which documents are accepted for Shareholders / Members Register? 

Acceptable documents include:

  • Extracts from government registrars 
  • Certificate of incumbency 
  • Articles or constitution of the legal entity 

The document should include:

  1. The legal entity name 
  2. Incorporation details
  3. Info for each shareholder, including: full name, number of shares, nominal value per share

Shareholders/Members Register should state who the current beneficial owners of the company are on the documents submitted.

Which documents are accepted for Director Register? 

Acceptable documents include:

  • Extracts from government registrars 
  • Certificate of incumbency 
  • Articles or constitution of the legal entity 

The document should include:

  1. The legal entity name 
  2. Incorporation details

Directors Register should state who the current Directors of an entity are on the documents submitted.

How do I know if my company is in any kind of monitorship or receivership? 

Monitorship is when a court or regulator orders or appoints an independent monitor to provide oversight and evaluate an entity’s compliance with particular corporate or regulatory practices.

Receivership is when a court or regulator orders or appoints an independent receiver who manages all aspects of the company’s business with the objective to recover funds in case of a default or return companies to profitability. 

Which documents are accepted for Certificate of Incumbency? 

Certificate of Incumbency is to certify that the entity is in good legal standing. The document, at minimum, should have: 

  1. Legal Entity’s Name & address 
  2. Country/place of incorporation 
  3. Current list of directors, officers, and beneficial owners (if any)

What needs to be included on the Authorized Representative List?

The Authorized Representative List must list all persons who are:

  1. Authorized by a controlling person to sign contracts and terms/agreements on behalf of the institution 
  2. Control persons and beneficial owners 
  3. Individuals who can submit applications on behalf of the institution

What is the difference between a Control Person, Director, and Beneficial Owner?

Control person
Individuals with significant responsibility to control, manage, or direct the affairs of a corporation, company, or other legal entity, including executive officers or senior managers (e.g., a Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President, or Treasurer), or any other individuals who regularly performs similar functions.

Director
Individuals appointed or elected to sit on a board that is responsible for managing the affairs of a corporation, company, or other legal entity, commonly and collectively referred to as a "Board of Directors."  A director may be either an "insider director" (an employee, officer, or major shareholder) or an "outside director" (a non-employee with little or no direct interest in the company).  Some or all of the directors may also be Control Persons.

Beneficial Owner
Individuals who directly or indirectly own or control greater than or equal to 25% of the ownership or controlling interest in the client entity.

What is the difference between a Trustee, Settlor, Protectors/Controllers?

This section is only applicable if selecting "Trust" under "Legal Entity Type"

Trustee
A Trustee is an entity or individual that holds and administers property or assets for the benefit of a third party. A Trustee may be appointed for a wide variety of purposes, such as in the case of bankruptcy, for a charity, for a trust fund, or for certain types of retirement plans or pensions.

Trustees are trusted to make decisions in the beneficiary's best interests and often have a fiduciary responsibility, meaning they act in the best interests of the trust beneficiaries to manage their assets.

Beneficiary
A Beneficiary of trust is the individual or group of individuals for whom a trust is created.

Settlor
A Settlor is the entity or individual that establishes a trust. The Settlor goes by several other names: donor, grantor, trustor, and trustmaker. Regardless of what this entity or person is called, its role is to legally transfer control of an asset to a Trustee, who manages it for one or more beneficiaries. In certain types of trusts, the Settlor may also be the beneficiary, the Trustee, or both.

Protector/Controller
A trust Protector or Controller is an individual or a group of individuals that is not the settlor, beneficiary, or trustee. Their role occurs in a directed trust. The trust Protector’s/Controller’s role, in essence, is to supervise the trustee. If there is a trust Protector or Controller, then they are appointed by the Settlor typically with the Trustee.

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