Shell businesses are private corporations created to safeguard or conceal the assets of another company. Shell firms exist only on paper, with no physical location, staff, revenue, or substantial assets, but they may have bank accounts or investments. Shell companies aren't necessarily illegal: they may be created rapidly and cheaply in the legal financial system and used to raise money, keep stocks, or function as limited liability trustees.
On the other hand, Shell corporations are commonly utilized for illicit reasons, particularly as part of money laundering operations. Shell corporations may be set up by registered agents in most countries to conceal Ultimate Beneficial Ownership (UBO). This effectively implies that shell corporations may be set up with a degree of secrecy and then used to hide illicit cash, escape sanctions, and circumvent anti-money laundering (AML) procedures employed by enterprises to detect suspicious financial activity.
Shell Companies and Money Laundering
The Panama Papers, which were published in 2016, revealed the degree to which shell corporations were being used to launder money in various countries across the world. Shell companies pose a serious anti-money laundering threat: leaked documents uncovered that shell companies were set up in various low-regulation jurisdictions, including the British Virgin Islands and the Cayman Islands, with many of those businesses linked to prominent politicians and their families. Global tax authorities were able to collect about $500 million due to the leak and seek a number of criminal cases against the companies and people implicated.
According to some estimates, the exploitation of shell corporations costs the United States about $70 billion each year. Given the seriousness of the threat to the legitimate financial system, businesses must recognize the AML risk that shell companies offer and detect clients seeking to launder money via them.
Shell Company AML Red Flags
The secrecy associated with shell corporations and criminals' purposeful attempts to escape regulatory inspection can make AML compliance difficult. As a result, AML compliance teams should be aware of red flag features that suggest using a shell corporation to launder money. Following are the red flags:
- Difficulties in receiving information regarding the transaction or transfer founders or beneficiaries.
- A business that engages in transaction activity that is out of line with its business models, such as unusually large transaction volumes or irregular bursts of activity.
- Payments in which there is no clear or declared purpose or for which there are no recognizable products or services.
- Several high-value transactions between well-known shell firms.
- Payments that can only be traced back to a contract or an invoice.
- Transactions involving products and services do not correspond to the businesses sending or receiving them.
- Transactions involving two different businesses with the same registration address or corporations that disclose their registered agent's address.
- A single business issuing wire transfers to a disproportionately high number of recipients.
- Transactions with a large percentage of beneficiaries in high-risk jurisdictions or off-shore financial centers.
Effective Compliance Methods
Firms must implement risk-based anti-money laundering (AML) procedures to address the AML risk caused by shell corporations to comply with domestic legislation and FATF guidelines. In practice, this implies that businesses must collect information about their clients and conduct risk assessments to establish a proportional AML response.
A firm's AML response should focus on UBO, business connections, and transactional behavior when evaluating if clients seek to launder money using shell firms. To establish links between businesses, demonstrate ownership, and comprehend transactional processes, compliance teams need to gather data from many sources. With this in mind, the following elements and measures should be included in an AML program:
- Customer due diligence: Businesses should do proper customer due diligence (CDD) to confirm their customers' identities. Verifying the beneficial ownership of customer organizations so that their status as shell corporations may be determined should be part of the procedure.
- Transaction monitoring: The kinds of transactions in which shell businesses participate can be used to identify them. Unusual transaction patterns or transactions involving high-risk jurisdictions might suggest money laundering using a shell business.
- Sanction scanning: Customers who appear on international sanctions lists may attempt to enter the legal banking system through shell firms. Customers must be screened against applicable international sanctions lists, such as the Specially Designated Nationals and Blocked Person list maintained by OFAC or the UN's Consolidated List.
- Politically Exposed Person (PEP) monitoring: PEPs offer a higher AML risk and may utilize shell firms to avoid CDD procedures. The status of PEP should be checked regularly.
- Adverse media monitoring: Shell company ownership frequently creates negative media attention, which might signal a customer's risk profile shift. As a result, companies should keep an eye out for negative articles in conventional screen and print media, as well as internet sources.
Financial regulators are making efforts to prohibit the use of shell corporations to launder money in the light of the Panama Papers. The Corporate Transparency Act (CTA) was introduced in 2019 in the United States to combat the secrecy associated with shell corporations. Companies must declare their ultimate beneficial ownership to FinCEN (Financial Crimes Enforcement Network) when they are formed under the CTA. Beneficial owners, according to the CTA, are natural people who:
- Control a corporation or a limited liability company in a significant way
- Hold 25% or more of a company's shares.
- Gain significant financial profits from their company's assets
Companies may strive to incorporate various smart technologies, such as artificial intelligence and machine learning techniques, to manage the data gathering and analysis responsibilities necessary to uncover shell company misuse. In addition, smart technology helps companies better react to changes in law like the CTA and new criminal methods and the automated speed and efficiency it offers to the compliance process.