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UBO registration : New Royal decree entailing new obligations as of 11 October 2020

By Ann-Sophie Haghedooren, Managing Associate at EY Law

On September 23, 2020 a new Royal Decree (“RD”) has been published which introduces additional obligations on the registration of the UBO’s in the Belgian UBO register. Certain changes have an important impact on the existing and future registrations.

Intermediate entities and indirect beneficial owners
The RD specifies that certain information with respect to each intermediary entity on each level of the ownership structure must be registered in the UBO register. The nature and extent of the ultimate interest of the beneficial owner must be registered, as well as the means of control.
Previously, the law only referred to a weighted average. The practical registration in the UBO register however already required input of the specific information of the intermediary entities. This change therefore has no real significant impact on the practical registration but is a confirmation.

Obligation to register documents
A change with a bigger impact is the new obligation for companies, (international) associations or foundations to register any document that demonstrates that the information included in the UBO register with regard to the ultimate beneficial owners is adequate, accurate and up-to-date.
Previously, these documents had to be available in the event of an audit, but there was no obligation to register.
The new KB changes this. From 11 October 2020 onwards, it is mandatory to add documents to the UBO registration to demonstrate that the information included in the UBO register is adequate, accurate and up-to-date.
Depending on the specific case, those documents may be: a copy of the share register, the articles of association, a shareholders’ agreement, a notarial deed. These documents can only be consulted by the competent authorities and not by other entities or citizens.
For existing registrations, a transition period was introduced.
Entities who registered before 11 October 2020 have until 30 April 2021 to upload the documents, i.e. the deadline by which the annual confirmation of the recorded data should take place for the first time.
Entities who complete the registration as of 11 October 2020 must upload these documents when registering.

Registration of trusts, fiduciaries and similar legal structures
New is that, prior to the registration of their beneficial owners, trusts, fiduciaries and similar legal structures obliged to provide information, must register with the Crossroads Bank for Enterprises in accordance with the provisions of the Code of Economic Law.

Broader access to the UBO register
From now on, not only the currently registered information will be accessible, but also the complete history of the registration.
Furthermore, it will be possible for every citizen to consult certain registered information relating to (international) associations and foundations without having to demonstrate a legitimate interest. This concerns the data of the directors, the persons authorized to represent the association or foundation, the persons charged with the daily management and the founders of a foundation. However, these data are in principle also available in the Crossroads Bank for Enterprises, which means that the impact of this change is rather limited.

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Should you have any questions on the registration of the UBOs for companies, (international) non-profit associations, or foundation, please do not hesitate to contact Antoine Druetz, Associate Partner (antoine.druetz@be.ey.com) or Ann-Sophie Haghedooren, Managing Associate (ann-sophie.haghedooren@be.ey.com)

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