Newsflash - UBO Register - Deadline 30 November 2018

UBO register: legal framework 

The law of 18 September 2017 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing and limitations to the use of cash (hereafter the “Law”) provides for the creation in Belgium of a centralised register of beneficial owners (the English acronym “UBO” stands for “Ultimate Beneficial Owner”) (hereafter the “UBO register”).

The Law provides for the obligation (1) for the companies, a(i)sbl and foundations to collect and hold adequate, accurate and current information on their beneficial owners and (2) for the administrators to transmit this information before 30 November 2018 and by electronic means to the UBO register.

 

2.   Who should be recorded as a beneficial owner?

The Law identifies various categories of beneficial owners depending on the legal entity to which they belong. Therefore, three legal entities are identified by the Law, namely companies, a(i)sbl and foundations as well as trusts and other similar entities.

The following persons are considered as beneficial owners of companies:

  • the natural person(s) who has/have direct or indirect ownership of 25% of the voting rights or ownership interest in that entity;
  • The natural person(s) who control(s) the company by any other means (e.g. veto rights in shareholders' agreement);
  • If none of the above apply, the natural person(s) who hold(s) the position of senior managing official(s).

The following persons are considered as beneficial owners of a(i)sbl and foundations:

  • Administrators;
  • Persons entitled to represent the a(i)sbl;
  • Persons in charge of the daily management of the a(i)sbl or the foundation;
  • The foundation’s founders; 
  • The natural persons or, when those persons have yet to be determined, the class of persons in whose main interest the legal arrangement or entity is set up or operates;
  • Any other natural person exercising ultimate control over the a(i)sbl or the foundation by other means.

 

3. The Royal Decree on the operating procedures of the UBO register

The Royal Decree on the operating procedures of the UBO register (hereafter the “RD”) dd. 30 July 2018 describes the operating procedures of the UBO Register amongst others:

  • Which information is to be transmitted to the UBO Register depending on the type of beneficial owner and legal entity;
  • Who must register this information on behalf of the legal entities concerned and how;
  • Who will have access to the information and how;
  • Which exemptions are available to restrict the disclosure of the registered information;
  • Which controls can be carried out and, if need be, which sanctions will be applied;
  • How the data transmitted to the UBO Register will be managed.

 

4. How to be prepared

Although the UBO register will only be implemented on 31 October 2018, you can already prepare yourself and your entity beforehand by taking among others the following measures:

 

You identified the category, mentioned in the Section 2 above, to which your beneficial owner belongs;

You have collected the following information about the beneficial owners:

  • Name and surname;
  • Date of birth;
  • Nationality;
  • Residence (complete address);
  • Date of becoming beneficial owner;
  • Category of beneficial owner (shareholder/director/management);
  • Does it concern a direct or indirect beneficial owner? If indirect, also include information about the relevant intermediate level;
  • If it concerns natural person(s) who has/have direct or indirect ownership of 25% of the voting rights or ownership interest in that entity, the extent of their interest (if direct interest percentage if indirect interest a weighted percentage).

You have a legal or an authorized representative who has an E-ID card and can fill in all the information mentioned in the Royal Decree via the online platform MyMinFin on behalf of your organisation;

You implemented procedures within your organisation so that every change of information on your beneficial owners is transmitted to the UBO Register within the month.

 

You want to stay informed of the news as regards the UBO Register (Implementation date, guiding lines, FAQ)? Subscribe to their newsletter by sending an e-mail to ubobelgium@minfin.fed.be .

Published in: Legal insights