The UBO Register: time to take action
13 January 2019
by Pauline Devos
As of 31 March 2019, all ultimate beneficial owners of Belgian legal entities must be registered in the new Ultimate Beneficial Owner Register (the “UBO Register”). This new obligation was introduced by the Royal Decree of 30 July 2018. However, it will only enter into force 31 March 2019. The rationale behind this new obligation is to put an end to the possibility of hiding behind complex corporate structures.
What is an UBO Register and what information does it contain? – The UBO Register is a register in which all Belgian companies, foundations, non-profit associations and trusts will need to identify their ultimate beneficial owner(s). More specifically, the UBO Register will contain detailed information on each ultimate beneficial owner, such as the name, date of birth and address, but also the position he/she has in the targeted legal entities and the starting date thereof.
Who are the ultimate beneficial owners? – In order to give more clarity on the concept of ultimate beneficial ownership, the Royal Decree has listed the different categories of people for various targeted legal entities. For example, the people qualifying as ultimate beneficial owner of a company are:
- each physical person holding (directly or indirectly) a sufficient percentage of voting rights or property rights (i.e. at least 25 %);
- each physical person exercising control over the company by any means; and
- in case no one qualifying under (i) and/or (ii), each physical person who is part of senior management.
Who has access to the UBO Register? –According to the Royal Decree, it is relatively easy to obtain access to the content of the UBO Register. Tax authorities and the authorities responsible to monitor money-laundering and terrorism financing have free and complete access. Furthermore, each Belgian citizen is granted limited access to the UBO Register of companies, provided that he/she pays a certain fee. Lastly, with regard to foundations, non-profit associations and trusts, each Belgian citizen with a legitimate interest can obtain access upon submission of a written request to the Treasury Administration.
Timeline – In practice, as of 31 March 2019, all Belgian companies, foundations, non-profit associations, trusts and all other legal structures similar to these legal entities will need to have filed their UBO Register online (through the online MyMinFinplatform). From then on, the targeted legal entities are obliged to confirm the information submitted to the UBO Register at least once a year. This way the information on the ultimate beneficial owners remains up-to- date.
Sanctionsin case of non-compliance with the new obligation – When legal entities fail to comply with this new obligation, monetary fines from € 400 up to € 40,000 can be charged. In addition, the responsible members of the board of directors can be charged with an administrative fine of € 250 up to € 50,000.
External mandate – Luckily, the Belgian legislator allows the legal entities to mandate either an internal, or an external party to draft, file, monitor and, if necessary, update their UBO Register. We, in our capacity as a law firm and as frequent holders of special proxies of our client’s directors and/or shareholders for the purposes of corporate housekeeping, are happy to take on such external mandate or assist you in drafting, filing, monitoring and updating your UBO Register.
For any further questions, you can reach out to the authors or to any other person at Cresco.
Pauline Devos |Associate
Anouck Van Elsen |Associate