Key takeaways
- The UBO register lists the beneficial owners of companies, ASBLs, foundations and trusts, as part of the fight against money laundering.
- It is managed by the General Administration of the Treasury of the FPS Finance and implements the law of 18 September 2017.
- For a company, a beneficial owner in principle holds more than 25% of the shares or voting rights, or controls the entity by another means.
- Three obligations pace the register: initial declaration, update within the month of any change, and annual confirmation even without change.
Every Belgian company, ASBL or foundation must declare its beneficial owners in the UBO register, on pain of an administrative fine for its directors. This register, operational since the end of 2018 with a first declaration due by the end of September 2019 at the latest, applies the law of 18 September 2017 on the fight against money laundering and terrorist financing, itself a transposition of the European anti-money-laundering directives. It has an objective simple to state and demanding to respect: make visible the natural person who is really behind a legal entity. This article explains what the UBO register is, who a beneficial owner is, what information to declare, at what deadlines, and who can consult this data.
The UBO register, a tool of financial transparency
The UBO register (from the English Ultimate Beneficial Owner) is kept by the General Administration of the Treasury of the FPS Finance. It centralises the identity of the natural persons who, ultimately, own or control a legal entity incorporated in Belgium: companies, ASBLs, foundations, but also trusts and fiducies.
Its reason for being is traceability. Behind a chain of holdings or an associative structure, it is not always obvious to identify who pulls the strings. The law of 18 September 2017 therefore requires going back to the real natural person, to deprive money laundering and terrorist financing of the anonymity of structures. The register is the concrete tool of this obligation.
Who is a beneficial owner
The beneficial owner is always a natural person, never a company. The law distinguishes according to the type of entity, but the principle remains the same: identify who really owns or controls the structure.
For a company, the reference criterion is the 25% threshold. A beneficial owner is the natural person who holds, directly or indirectly, more than 25% of the shares or voting rights, or more than 25% of the capital. Beyond the participation threshold, the person who controls the company by another means is also covered, for example a shareholders' agreement or the power to appoint the directors. When no person can be identified on these bases, it is the senior managers (the persons ensuring the effective management) who are declared as beneficial owners.
For an ASBL or a foundation, the logic of participation in the capital makes no sense. The law then designates other categories of persons, notably the directors, the persons authorised to represent the entity, the persons in charge of day-to-day management, the founders and any natural person in whose main interest the entity was set up.
| Company | ASBL and foundation | |
|---|---|---|
| Main criterion | Holding of more than 25% of the shares, voting rights or capital | Function and role within the entity |
| Control by another means | Shareholders' agreement, appointment power | Power of representation or management |
| Failing identification | The senior managers | Not applicable, the legal categories are enumerated |
| Natural person only |
Identification sometimes requires real analytical work, especially in the presence of holdings or cross-shareholdings. It is at the time of the company's creation that the ownership structure is set, and therefore that the beneficial owners are determined for the first time.
What information to declare to the UBO register
The declaration is not limited to a name. For each beneficial owner, the legal representative of the entity communicates a series of identification data and details on the nature of the control exercised. The law requires adequate, accurate and current information, supported by supporting documents.
Information to declare for each beneficial owner
Identity of the natural person
Surname, first name, date of birth, nationality and address of residence.
National register number
Or equivalent identifier for a person residing abroad.
Date of becoming a beneficial owner
Date from which the person became a beneficial owner of the entity.
Category of beneficial owner
Holding of more than 25%, control by another means, or senior manager failing that.
Extent of the interest held
Percentage of participation in the event of direct or indirect holding.
Direct or indirect character
Direct holding, or via one or more intermediary entities to be identified.
This data is transmitted electronically, via the application made available on the FPS Finance's MyMinfin portal. The declaration is the responsibility of the directors or managers, who may however mandate a third party, for example an accountant or an agent, to carry it out on their behalf.
The deadlines: initial declaration, update, annual confirmation
The UBO register is not a one-off formality forgotten after incorporation. Three distinct obligations follow one another over time, and the third is the one most often neglected.
- 1
Initial declaration
At incorporationAt the incorporation of the entity, the legal representative declares all the beneficial owners within the month following the acquisition of legal personality.
- 2
Update in the event of change
Within the monthAny change (new shareholder, change of director, evolution of a participation) must be declared within the month following the change.
- 3
Annual confirmation
Every yearEach year, the legal representative confirms that the recorded information remains accurate and up to date, even if nothing has changed since the last declaration.
I had taken care of my initial declaration and thought I was done. No one had told me it had to be re-confirmed every year. Since then, the UBO confirmation is in my to-do list on the same footing as the annual general meeting.
Who can consult the UBO register
Access to the UBO register is not uniform: it depends on the capacity of the person consulting. The competent authorities (judicial authorities, tax administrations, financial information processing unit) access it as part of their assignments. The entities subject to anti-money-laundering legislation, such as banks, notaries and accountants, consult it to fulfil their customer-due-diligence obligations.
Public access has undergone an important evolution. The regulation initially opened the consultation of companies' data to any member of the public, without having to justify a particular interest. This general access was invalidated by the ruling of the Court of Justice of the European Union of 22 November 2022, in the name of privacy protection: public access is now conditional on demonstrating a legitimate interest. The access arrangements have since been adapted and may still change: to know the rules applicable at the time of your consultation, refer to the information published by the FPS Finance.
Launch your business with a clear structure from the start
Monsiegesocial supports the creation and business address of your company in Belgium, from the deed of incorporation to the correct identification of your beneficial owners in the UBO register.
Going further
- The Crossroads Bank for Enterprises (CBE) explained, to understand the enterprise number that identifies the entity required to declare its beneficial owners
- Setting up an SRL in Belgium: steps, costs and timelines, to situate the UBO declaration in the incorporation route
- ASBL accounting in Belgium: regimes and obligations, to place the UBO register among an association's annual obligations
- FPS Finance: UBO register, the official source on the declaration and access to the register
