When does a sanctioned owner make a company sanctioned? The UK, EU and US 50% rules compared

A company can be caught by sanctions without being on any list, because of who owns or controls it. The tests are not the same. The UK counts more than 50% of the shares or votes held by one designated person, or control, and does not simply add different designated persons' holdings together. The EU counts 50% or more, with listed persons' holdings added together, or control. US sanctions (OFAC) count 50% or more, added together, and ownership only. US export rules will apply the same test to the Entity List and the Military End User List from 10 November 2026, unless the US extends its suspension.

The UK: more than 50%, or control

Under every UK sanctions regime, a company is owned or controlled by a designated person if that person holds, directly or indirectly, more than 50% of its shares or voting rights, or the right to appoint or remove a majority of its board, or if it is reasonable to expect that the person could make sure its affairs are run as they wish (for example, regulation 7 of the Russia (Sanctions) (EU Exit) Regulations 2019). Making funds or economic resources available to such a company counts as making them available, indirectly, to the designated person.

OFSI's general guidance (updated 12 May 2026) says it would not simply add together different designated persons' holdings, unless, for example, the shares are held under a joint arrangement or one of them controls the other's rights. Control can still be shown in other ways.

The EU: 50% or more, added together, or control

The EU Council's best practices for the effective implementation of restrictive measures (updated 3 July 2024) treat an entity as owned by a listed person when it holds 50% or more of the proprietary rights or a majority interest, and they add together the holdings of listed persons. Control is assessed separately, from signs such as the right to appoint or remove most of the board, or dominant influence in practice without a formal right. This matters to a UK firm for its EU companies and for goods shipped from the EU.

US sanctions (OFAC): 50% or more, added together, ownership only

OFAC's 50 percent rule blocks any entity owned 50% or more, directly or indirectly and in total, by one or more blocked persons, even though it is not on the SDN list. Indirect holdings count through any company that blocked persons own 50% or more of (frequently asked question 401). The rule "speaks only to ownership and not to control" (question 398): a company a blocked person controls but owns less than half of is not blocked by the rule, though OFAC advises caution and may designate it. It reaches UK firms that deal in US dollars, through US banks or with US people.

US export rules: the same test for the Entity List from 10 November 2026

BIS's Affiliates Rule (90 FR 47201) extends Entity List and Military End User List restrictions to companies owned 50% or more, in total, by listed parties. It is suspended until 9 November 2026 (90 FR 50857); unless the suspension is extended, it applies from 10 November 2026 to items subject to US export rules.

A worked example

Two shareholders, each designated in the UK, the EU and the US, hold 30% of a company each; unconnected investors hold the rest.

• UK: not owned under the 50% test, because the two holdings are not simply added together. Ask whether either of them controls the company, or whether they act together.
• EU and OFAC: owned, because 30% and 30% make 60%, which is 50% or more.

If one designated person held exactly 50% alone, the company would not be owned under the UK test, which needs more than 50%, but would be under the EU and US tests.

What Companies House can show for a UK company

The register of people with significant control records holdings in three bands (the Register of People with Significant Control Regulations 2016, Schedule 2): more than 25% but not more than 50%, more than 50% but less than 75%, and 75% or more; and separately the right to appoint or remove a majority of the board, and significant influence or control. A designated owner in either of the top two bands, or with the right to appoint most of the board, settles the UK test. An owner in the lowest band could hold exactly 50%, which meets the EU and US tests, and two owners in that band could pass 50% together.

The register leaves out holdings of 25% or less and stops at an overseas parent company. For the EU and US tests, which add holdings together, ask the counterparty for its full list of shareholders.

How Certaby helps

Certaby's export screening checks a UK company by its number: the company and everyone recorded in its ownership are screened against ten lists, and the result gives a verdict for each set of rules you follow (UK, EU, US export rules, OFAC): owned or controlled, may reach the threshold, or none, and says where the record stops. £1.49 a check. The UK test also runs in the AML company and owners check. It is a screening record, not a legal opinion. This guide explains the rules; it is not legal advice.

Source: OFSI, UK financial sanctions general guidance (ownership and control; updated 12 May 2026)

Last updated 13 October 2026.