Belgium requests identification in the UBO register by 30/09/2019

Which entities are in the register?

There are three categories of reporting agents. The companies are broadly interpreted here. For example, not only the traditional forms, but also the unincorporated companies such as the partnerships must appear in the register. Specifically, these are the following categories:

• Companies
• (International) non-profit organisations and foundations 
• Trusts, fiduciaries or similar legal entities

Who are the UBOs (UBO companies)

Of course, companies have seen the term UBO appear more frequently in the past. Banks, accountants, notaries and others have already approached them for this. UBO is officially defined as: 'the natural persons who are the ultimate owners of or have control over the company'. The identification of these persons happens step by step:

• Natural persons who hold an 'adequate percentage of the voting rights', whereby the (in)direct possession of more than 25 percent of the voting rights is regarded as an indication of a sufficient percentage. In case of an indirect connection, the intermediate steps must also be identified.
• Natural persons who control the company through other means, such as through voting agreements, whether or not included in shareholders' agreements.
• Natural persons who are part of the senior management personnel, if there is no UBO indicated by the above two methods.

Timing

The Royal Decree provides for an entry into force on 31 October 2018. As mentioned above, September 30, 2018 is the ultimate deadline to fill in the necessary data. Afterwards, if a change takes place with regard to the UBO, this also has to be adjusted in the register within a month.

Access to the register

Although there originally was fairly limited access to the register, the starting position appears to have a very public character. The following persons have access to the register:

• The competent authorities, such as tax authorities
• Subject entities in the context of the client screening imposed on them (for entities that fall under the preventive part of the Money Laundering Act)
• Every citizen (when doing a search of associations and trusts (category 2 and 3) a legitimate interest must be demonstrated)

Citizens will only be able to search the UBOs of companies on the company itself (by name or company number). It is therefore not possible to enter the name of a natural person and thus to check which company or companies has/have that person as a UBO. Aside from that, access is also limited. The first name, the national register number, the exact date of birth and the address of the UBO cannot be consulted by citizens. Both the subject entities and citizens must pay for a search in the register.

Are there sanctions?

In addition to the general company law fine of 400 to 40,000 euros, the specific legislation concerning the UBO register also provides for fines. The fines can vary between 250 and 50,000 and, like the company-law sanctions, are imposed on the directors themselves.

In anticipation of the platform

Because the deadline to do what's necessary is pretty close, get ready now. This way you can identify the UBOs with the help of the appendices in this article. In addition, it is also useful to check whether your managers have been correctly entered in the KBO. They, as well as other authorised representatives, will be able to fill in the UBO register for your company, association or trust.

Update

As a result of an intervention by the FPS Finance, the previously proposed deadline of 30th November 2018 now no longer applies. The revised deadline is 30th September 2019. Your entity’s UBO(s) can be registered as of 1st October 2018 via MyMinfin. You can find the necessary information for completing this registration in our previously published article and in the accompanying attachments. Of course, our Vandelanotte specialists will also be happy to assist with the requisite steps.

We will, incidentally, be able to offer enhanced assistance from the end of October, when the option of providing a proxy is expected to be available. This external authorisation will enable you to call upon the services of Vandelanotte to perform all the necessary actions on your behalf, including registration in the UBO register itself.

Practical

Below you will find out for each category how you can determine who the UBO(s) is/are. You will also find out which information about the UBO will have to be provided. It's not yet possible to enter the necessary data in the UBO register. However, it is already known that it will take place via the online platform MyMinfin.

If you have any questions about this, you can always contact our specialists via contact@vdl.be.