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

UBO register

  1. UBO register: bases and principles
  2. Ultimate beneficiary: who is it about?
  3. The royal decree on the operating modalities of the UBO register
  4. How can you prepare?
  5. Completing information on the UBO register
  6. FAQ and useful documentation

1. UBO register: bases and principles

The Law of 18 September 2017 on the prevention of money laundering and terrorist financing and on the restriction of the use of cash (hereinafter the "Law") provides for the introduction of a register of beneficial owners in Belgium (referred to in English as "UBO", which stands for "Ultimate Beneficial Owner"; hereinafter the "UBO register").
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 legislative and administrative measures to ensure that:
  1. companies and other legal entities incorporated 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 those entities to facilitate access to that information.
The Act thus provides for the obligation (1) for companies, (international) not-for-profit associations and foundations to obtain and maintain adequate, accurate and up-to-date information on their beneficial owners and (2) for directors to electronically send data on beneficial owners to the UBO register within a month.

2. Ultimate beneficiary: who is it about?

The Act lists different categories of beneficial owners according to the legal entity to which they are attached. The Act distinguishes between three types of legal entities, namely companies, (international) NPOs and foundations and trusts and other legal entities similar to trusts.
Are considered beneficial owners in the case of companies:
  1. The natural person(s) directly or indirectly holding a sufficient percentage of voting rights or ownership interest in this company, including holding bearer shares;
    An interest held by a natural person of more than twenty-five per cent of the voting rights or more than twenty-five per cent of the shares or capital of the company is deemed to be indicative of a sufficient percentage of voting rights or direct interest. Please refer to the frequently asked questions on our website for more information on the identification of indirect beneficial owners (see section 5.3).
  2. The natural person(s) who control(s) this company through other means (e.g. Shareholders' Agreement, right to appoint board members, veto power).
  3. The natural person(s) belonging to senior management, if, after exhausting all possible means and provided there are no grounds for suspicion, none of the said persons has been identified, or if there is any doubt whether the identified person(s) is/are the beneficial owner(s) (e.g. The steps taken to identify the first two categories, resulting from investigations carried out).
Are considered ultimate beneficiaries in the case of (international) NPOs and foundations:
  1. board members;
  2. the persons authorised to represent the association;
  3. the persons in charge of the day-to-day management of the (international) association or foundation;
  4. the founders of a foundation;
  5. the natural persons or, if these persons have not yet been designated, the category of natural persons in whose main interest the (international) non-profit association or foundation was founded or operates;
  6. any other natural person who exercises ultimate control over the (international) association or foundation through other means.
Are considered beneficial owners in the case of trusts, fiduciaries and other similar legal arrangements:
  1. the founder;
  2. the fiduciary manager(s) or trustee(s);
  3. the protector, if any;
  4. the beneficiaries, or if the persons who are the beneficiaries of the fiduciary or trust have not yet been designated, the category of persons in whose main interest the fiduciary or trust was created or operates;
  5. any other natural person who, by virtue of being a direct or indirect owner or through other means, exercises ultimate control over the fiduciary or trust.

3. The royal decree on the operating modalities of the UBO register

Article 75 of the Act empowers the King to lay down the operating modalities of the UBO register.
The royal decree on the operating modalities of the UBO register (the "royal decree"), was published on 14 August 2018 and came into force on 31 October 2018.
That decision will include all the operating modalities of the UBO register, specifically:
  • what information should be transmitted to the UBO register depending on the type of beneficial owner involved;
  • who should transfer that information on behalf of the legal entities concerned and according to what modalities;
  • Who will have access to the information in the UBO register and according to which modalities such access will take place;
  • what derogations exist for the data in the UBO register not to be accessible or only partially accessible;
  • what controls will be exercised in connection with the obligation to transmit 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 came into force on October 31, 2018. You can:
  • a legal representative or proxy with an e-ID who completes the information mentioned in the royal decree via the MyMinFin electronic platform on behalf of your organisation;
  • determine which category from the above section 2 your ultimate beneficiary belongs to;
  • Have accurate and comprehensive information on your organisation's beneficial owners and any legal entities your beneficial owners use to control your organisation;
  • Have documentary evidence showing that your information is sufficient, accurate and up-to-date;
  • Ensure procedures within your organisation so that any change in information about your beneficial owners is transmitted to the UBO register within the month.

5. Completing information on the UBO register

You have time until 30 September 2019 to register your final beneficiaries for the first time. You can register your final beneficiaries now by signing up at the application (external link) on the MyMinFin portal (for citizens) or MyMinfinPro (for legal representatives).
These are the various user guides to help you in this procedure:

More information?

Would you like more information or a quote?

Coone & Partners

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