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Deadline UBO registration approaching – 30 September 2019

  • Belgium
  • Commercial and IT

12-07-2019

Following the European and Belgian legislation on anti-money laundering, all Belgian enterprises that are not natural persons (companies, non-profit organisations, trusts, fiducies and similar entities) are obliged to register their ultimate beneficial owner(s) (“UBO”) in an electronic register, even if the (mother) company is listed. The aim of the register is to combat money laundering and the financing of terrorism.

In Belgium, the ultimate deadline for the registration is the 30th of September 2019.

How to determine the UBO of your company?

The UBO of a company can be determined under three categories:

  1. Natural persons owning more than 25% of the voting rights or shares in the company are qualified as UBO under category one.
  2. Natural persons having control over the company through other means (e.g. in case of a shareholders agreement) are qualified as UBO under category two.
  3. Finally, and in case no UBO can be determined under the first two categories, the higher managerial staff of a company can be registered as UBO (category three). This is for instance the directors of a company. Note that, if the company belongs to a group of companies, only the higher managerial staff of the Belgian entity needs to be registered, not the higher managerial staff of the mother company.

Please note that a company can have more than one UBO. Furthermore, the first and the second category are cumulative. Companies shall therefore register all persons that can be qualified as UBO under the first and the second category. Additionally, it needs to be underlined that a company can only register a natural person as UBO under the third category if no UBO can be determined under category one or two.

Be aware that every change in information on the UBO needs to be rectified in the UBO-register within one month after this change took place. Hence, if there is a director change and the UBO of your company is registered under the third category (i.e. higher managerial staff), the information in the UBO register needs to be adapted. Furthermore, every year the company needs to confirm that this information is still correct.

Please note that the approach for determination slightly differs for non-profit organisations, trusts, and fiducies, but we are happy to give you the details.

What are the sanctions if you do not register on time?

The directors of the company can incur an administrative fine of EUR 250– 50,000 as well as an additional fine of EUR 400-40,000.                                                                   

Need further assistance?

At first sight the determination of the UBO of your company seems straightforward. However, in particular if your company belongs to a group of companies, the determination of the UBO is rather complicated. We are therefore happy to help you with determining the UBO of your company as well as with the registration in the UBO register.

For more information contact

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