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The Belgian UBO register: deadline approaching fast

by Saskia Lust, Barbara Albrecht & Stephanie van Gils, Loyens & Loeff

All companies and other legal entities incorporated in Belgium have the obligation to collect and hold information on their ultimate beneficial owners (UBOs). The information on the UBOs needs to be reported in the Belgian UBO register by September 30, 2019 at the latest. However, the Federal Public Service of Finance (FPS Finance) will install a tolerance period until December 31, 2019. During this tolerance period, no sanctions will be imposed.

Legal representatives of the Belgian entities are responsible for reporting the information in a timely manner and may be sanctioned if they fail to comply with this obligation.

Belgian legal entities

The Belgian UBO register collects the information on all UBOs of companies and other legal entities incorporated in Belgium, irrespective of the legal form of the Belgian entity and regardless of whether or not the entity has legal personality.

Branches of foreign companies are (generally) not incorporated in Belgium and therefore do not need to report their UBOs in the Belgian UBO register.

According to the most recent Frequently Asked Questions (FAQ) of the FPS Finance, companies listed on a regulated market, which are subject to disclosure requirements in accordance with EU law or equivalent international standards, and which guarantee adequate transparency of proprietary information, are not required to report their UBOs. According to the FAQ, subsidiaries of which 100% of the shares are, directly or indirectly, held by a listed company, are also exempt from this obligation. However, to be identified as 100% held by a listed company, these subsidiaries have to register their ownership structure in the UBO register by identifying all intermediate entities, including the listed company.

Ultimate beneficial owners

As a rule, UBOs who must be reported in the Belgian UBO register are the natural persons – irrespective of their residency or nationality – who ultimately own or control the Belgian legal entity, and/or on whose behalf a transaction is executed or a business relationship is entered into.

Natural persons who hold the Belgian legal entity through one or more intermediaries also count as UBOs. They are broadly defined as natural persons who benefit, or will benefit, from a transaction or business relationship and who, de jure or de facto, directly or indirectly, have the power to decide on the execution of the transaction or the business relationship and/or to determine or agree to the modalities involved.

Information to be reported - companies

For UBOs of companies, the information that needs to be reported is:

  1. The last name of the UBO;
  2. The first name of the UBO;
  3. The day of birth of the UBO;
  4. The month of birth of the UBO;
  5. The year of birth of the UBO;
  6. The nationality of the UBO;
  7. The country of residence of the UBO;
  8. The full address of the UBO;
  9. The starting date of ultimate beneficial ownership;
  10. The ID number of the UBO;
  11. The categor(y)(ies) of ultimate beneficial ownership;
  12. Whether the UBO is a sole UBO or is part of a group of UBOs;
  13. Whether the UBO is a direct or an indirect UBO;
  14. In case of an indirect UBO, the number of the intermediate entities and details on the intermediate entities (including at least the name, date of incorporation, trade name, legal form, address and company number) irrespective of their state of establishment; and
  15. The extent of the interest held (percentage of shares / voting rights or weighted percentages if it concerns an indirect UBO).

Access - companies

The UBO register for companies is accessible to:

  • The competent  authorities;
  • The obliged entities within the framework of their client identification obligations (e.g. banks, notaries, lawyers, …); and
  • Every citizen (with or without legitimate interest).

However, citizens will have no access to the first name of the UBO, the day of birth of the UBO, the full address of the UBO or the ID number of the UBO.

Sanctions

Administrative fines of up to €50,000 may apply to legal representatives for non-compliance with the obligations related to the UBO register. Criminal fines up to €5,000 (to be multiplied by eight) may also apply.

Electronic submission

The information needs to be submitted electronically, via the MyMinFin platform.

Mandate

Legal representatives can mandate a third party (e.g. a lawyer, a consultant or an accountant) to fulfil the obligation to report the UBOs of the Belgian entity.

About the authors

Xavier Baeten

Saskia Lust co-heads the Family Owned Business & Private Wealth in Loyens & Loeff Belgium. 
She is an expert in international asset structuring through holdings, foundations and trusts.

Bram Smolenaers

Barbara Albrecht  works in Loyens & Loeff’s Family Owned Business & Private Wealth department. 
She focuses on wealth and estate planning.

Bram Smolenaers

  Stéphanie van Gils is a member of Loyens & Loeff’s Family Owned Business & Private Wealth department.

The content of the article is updated until September 23, 2019.

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