UBO register - deadline again postponed

On August 14, 2018, the corresponding Royal Decree was published in the Belgian Official Gazette, which introduces the obligation for companies, (international) non-profit associations, foundations and trusts or similar legal entities to provide information about their ultimate beneficial owners. The initial deadline for filing the relevant information about Belgian companies, non-profit organizations, foundations, trusts and similar legal entities in the UBO-register was initially set for 30 November 2018. This deadline was later  postponed by the Ministry of Finance to 31 March 2019 and is now again postponed to 30 September 2019, due to some technical issues.

ULTIMATE BENEFICIAL OWNERS

Are considered as “ultimate beneficial owners”: the physical persons who own, directly or indirectly, a percentage of 25% of the voting rights, of the shares or share capital of the company.

If the case that there are no such shareholders, the ultimate beneficial owners are those individuals who control the company in another way (such by virtue of a shareholders’ agreement) or those individuals who hold a position of senior management.

In the case of (international) non-profit associations, foundations and trusts or similar legal entities, the beneficial owners are in principle the directors or the individuals who are authorized to represent the legal entity.

INFORMATION INCLUDED IN THE UBO-REGISTER

The surname, the first name, the date of birth, the nationality and the place of residence, the national registration number or the number of the crossroads bank of social security, as well as the percentage of the shares or the voting rights and the starting date must be specified in the UBO register.

The above mentioned information must be entered via the online platform “MyMinFin” by the management body of the company or a proxy holder with a card reader and an e-ID.

ACCESSIBILITY OF THE UBO-REGISTER?

The (foreign) tax authorities, the police services and the courts will have unlimited access to the UBO register.
In addition, notaries, lawyers, accountants and other similar professionals will also be granted access.

Finally, every citizen, although only on the basis of the name or the company ID-number and against the payment of an administrative cost, can consult the UBO register, even without having to prove a legitimate interest (except for the access to data of (international) non-profit associations, foundations and trusts or similar legal entities for which a legitimate interest will be required). Certain data, such as the first name, the place of residence and date of birth of the ultimate beneficial owners cannot be consulted by individuals.

PARTNERSHIPS

Civil partnerships (‘burgerlijke maatschappen’/’sociétés de droit commun civiles’) will equally be obliged to provide data about their ultimate beneficial owners in the UBO register.

If the partnership bears your family name, it may be appropriate, taking into account the public accessibility of the UBO register as described above, to change the name for reasons of discretion.

EXCEPTIONS

Ultimate beneficial owners may, in exceptional circumstances, request that access to their data be restricted if such access would expose them to “a disproportionate risk, a risk of fraud, abduction, blackmail, extortion, bullying, violence or harassment”.

DEADLINE FOR COMMUNICATION OF THE INFORMATION

The information regarding the ultimate beneficial owners must be communicated ultimately by March 31, 2019 for the first time.
If the information in relation to the ultimate beneficial owners would change, this must be communicated to the UBO register within one month after the change is known.

Finally, the status of the ultimate beneficial owners must be confirmed or, if necessary, adjusted in the UBO register, at least annually.

SANCTIONS

If the UBO information was not entered in time, or not fully completed, by March 31st of 2019, the directors risk an administrative fine of 250 EUR to 50.000 EUR as well as an additional fine of 50 EUR tot 5.000 EUR as mentioned in the Belgian Company Code for failing to timely fulfill of these formalities. The aforementioned sanctions do not aim at the company as such but at the administrative body itself.

WHAT ACTIONS CAN YOU ALREADY TAKE?

The online platform is currently not yet operational.
It is, however, advisable to prepare yourself for this new information obligation by:

• designating a representative or a proxy holder who can enter the information on the MyMinFin platform on behalf of your organization;
• making a complete overview of all (direct and indirect) shareholders of the company so that the ultimate bene­ficial owners can be identified and the necessary infor­mation can be collected.

If you wish to obtain more information about this subject or if you wish any assistance in order to comply with the necessary obligations for your company (incl. partnerships), association or foundation in relation to the UBO register, please do not hesitate to contact us.