UBO-register : UFO or UBO ? (02/05/2019)

UBO register

  1. UBO-register: principles and principles
  2. Final beneficiary: who is it about?
  3. The Royal Decree on the operating procedures of the UBO register
  4. How to prepare?
  5. Fill in information about the UBO-register
  6. FAQ and useful documentation

1. UBO register: principles and principles

The Act of 18 September 2017 on the prevention of money laundering and terrorist financing and on restrictions on the use of cash (hereinafter referred to as the “Act”) provides for the establishment of a register of beneficial owners in Belgium (referred to in English as “UBO”, which stands for “Ultimate Beneficial Owner”; hereinafter referred to as the “UBO register”).

  1. The Act transposes the European Directive 2015/849 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing (the “4th AML Directive”), which requires Member States to adopt laws, regulations and administrative provisions to ensure that the financial system is used for the purpose of money laundering and terrorist financing: companies and other legal entities established within their territory obtain and maintain adequate, accurate and up-to-date information on their beneficial owners, including details of the economic interests held by the beneficial owners;
  2. there would be a central register of information on the beneficial owners of such entities in order to facilitate access to that information.

The Act thus provides for an obligation (1) for companies, (international) non-profit organisations and foundations to collect and maintain adequate, accurate and up-to-date information on their beneficial owners and (2) for directors to send data on beneficial owners electronically to the UBO register within one month.

2. Final beneficiary: who is it about?

The Act lists different categories of final beneficiaries according to the legal entity to which they are linked. The Act distinguishes between three types of legal entities, namely companies, (international) non-profit organisations and foundations and trusts and other legal entities similar to trusts.
Are considered as final beneficiaries in the case of companies:

  1. The natural person(s) who directly or indirectly holds a sufficient percentage of the voting rights or of the ownership interest in this company, including the holding of bearer shares;An interest held by an individual of more than twenty-five per cent of the voting rights or of more than twenty-five per cent of the shares or capital of the company shall be deemed to be an indication of a sufficient percentage of the voting rights or of the direct interest. For more information on the identification of indirect beneficial owners, please refer to the frequently asked questions on our website (see section 5.3).
  2. The natural person(s) who controls this company by other means (e.g. shareholders’ agreement, right to appoint the members of the board of directors, right of veto).
  3. The natural person or persons belonging to senior management, if after exhausting all possible means and provided that there are no grounds for suspicion, none of these persons has been identified, or if there is any doubt as to whether the identified person or persons is or are the beneficial owner(s) (e.g. the steps taken to identify the first two categories, resulting from research conducted).

Be considered as final beneficiaries in the case of (international) non-profit organisations and foundations:

  1. the members of the Governing Board;
  2. the persons authorised to represent the association;
  3. the persons in charge of the daily management of the (international) association or foundation;
  4. the founders of a foundation;
  5. the natural persons or, where these persons have not yet been designated, the category of natural persons in whose main interest the (international) not-for-profit association or foundation
  6. was established or is active;
  7. any other natural person who ultimately exercises control over the (international) association or foundation by other means.

Are considered as final beneficiaries in the case of trusts, fiduciaries and other similar legal arrangements:

  1. the founder;
  2. the trustee(s) or trustee(s);
  3. the protector, if any;
  4. the beneficiaries, or where the beneficiaries of the trust or fiduciary have not yet been identified, the category of persons in whose main interest the trust or fiduciary has been created or is employed;
  5. any other natural person ultimately controlling the fiduciary or trust by reason of his direct or indirect ownership or by other means.

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

Article 75 of the Act authorises the King to lay down the operating procedures of the UBO register.
The Royal Decree on the operating procedures of the UBO register (the “Royal Decree”) was published on 14 August 2018 and entered into force on 31 October 2018.
This decree will include all the operating procedures of the UBO register, in particular:

  • which information must be sent to the UBO-register depending on the type of beneficial owner concerned;
  • who should transmit this information on behalf of the legal entities concerned and according to which procedures;
  • who will have access to the information in the UBO register and according to which modalities this access will take place;
  • what deviations exist so that the data in the UBO register are not or only partially accessible;
  • what checks will be carried out in the context of the obligation to transfer data to the UBO register and what sanctions will be imposed if necessary?
  • how the data transferred to the UBO register will be secured and processed.

4. How can you prepare?

The Royal Decree entered into force on 31 October 2018. You can:

  • a legal representative or an authorised representative with an e-ID who fills in the information mentioned in the Royal Decree via the electronic platform MyMinFin on behalf of your organisation;
  • Determine to which category in section 2 above your beneficial owner belongs;
  • have accurate and detailed information on the final beneficiaries of your organisation and all the legal entities that your final beneficiaries use to exercise control over your organisation;
  • have evidence that your information is adequate, accurate and up to date;
  • ensure that procedures are in place within your organisation to ensure that any change in the information on your final beneficiaries is transmitted to the UBO register within one month.
    An FAQ is available for download (PDF, 750.57 KB).

5. To fill in information about the UBO-register

You have until 30 September 2019 to register your final beneficiaries for the first time. You can already register your final beneficiaries by logging in to the application (external link) on the MyMinFin portal (for citizens) or MyMinfinPro (for the legal representatives).
These are the different user manuals to help you in this process:

  • Downloadable fileLegal representative Enterprise (PDF, 1.89 MB)
  • Downloadable fileLegal representative NPO (PDF, 1.88 MB)
  • Downloadable fileMandatary-Client (PDF, 836.25 KB)

More information?

If you want more information or just just wanna talk to us.

Coone & Partners

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