UBO-register - new obligations

In our newsletter of 17 September 2019 we informed you of the legal obligation to register the ultimate beneficiaries (also referred to as: ‘UBO’) of a Belgian company, (international) association or foundation in the so-called UBO register by 30 September 2019 at the latest.

The Royal Decree of 23 September 2020 now completes and amends the obligations concerning the UBO register. The new decree aligns the UBO rules with anti-money laundering guidelines, the GDPR and the new Belgian Companies and Associations Code.

The new Royal Decree enters into force on 11 October 2020. Anyone who registers in the UBO register as from 11 October 2020 must immediately comply with the amended obligations. Those who are already registered on 11 October 2020 still have until 30 April 2021 to comply with the amended obligations as a result of an administrative tolerance policy.

Hereafter, we will list the most important changes.

Proof of adequate, accurate and up-to-date information.

From now on, proof must be provided that the information contained in the register is 'adequate, accurate and up to date'. The decree does not list the type of documents to be added to the online platform as evidence. It is up to the information providers themselves to determine this. Examples of documents that may serve as evidence are share registers, shareholder agreements, (extracts of) notarial deeds etc. A single document suffices. If the information in the register changes in the future, one has to upload the proof of this in the register again.

The documents to be added can only be consulted by the competent authorities, such as the anti-money laundering authorities and the tax authorities.

Access to the UBO register

From now on, not only the current data in the UBO register can be consulted, but also the history of the recorded data. It is noteworthy that from now on any person will be able to access the data of the (managing) directors and representatives of a non-profit association, international association or foundation and of the founders of a foundation, even without having to prove a legitimate interest.

Indirect beneficial owner

Until now, only the final weighted percentage of shares or voting rights had to be recorded for the beneficial owner who owns or controls a company through one or more intermediate entities, at least according to the text of the UBO implementation decree. However, in order for the UBO application to be correctly registered, it was mandatory to also register the weighted percentage of shares or voting rights of the indirect beneficial owner in each intermediate entity. With the new decree, the legislator now simply brings the UBO implementation decree in line with this registration obligation that already exists in practice. The UBO application has therefore not been modified. What is new, however, is that here too, and for each intermediate entity, proof must be added that the information entered is 'adequate, accurate and up to date'.

Foreign trusts

Under the new rules, trusts and similar legal arrangements set up outside Belgium must register their UBOs if the trustee has a link with Belgium or if the trust itself enters into a business relationship or acquires real estate in Belgium. Each time, proof must also be added that the information entered is 'adequate, accurate and up to date'. This change also means that the trust or similar legal arrangement will have to be registered in the Crossroads Bank for Enterprises because the registration in the UBO register is done on the basis of the KBO number.

Visibility

Access to information on the beneficial owner may be restricted in whole or in part at the request of the beneficial owner. This request will only be granted in specific circumstances, such as a risk of fraud, kidnapping, blackmail or if the UBO is a minor or incapacitated. A new feature is that a new request can be submitted two months after the negative decision of the Treasury Department.

Appeal against fines imposed

Finally, the decree introduces an electronic procedure for information providers who wish to be heard after having been subject to an administrative fine for failure to comply with their information obligations.

In case of questions, you can contact the CURIA CORPORATE and SOCIAL AND NON-PROFIT team. The contact persons are:

Yvette Verleisdonk (Yvette.Verleisdonk@Curia.be)

Sarah Verschaeve (Sarah.Verschaeve@Curia.be)