New Royal Decree extends (disclosure) obligations of the Belgian UBO register
Companies and other legal entities incorporated in Belgium must register their ultimate beneficial owners (“UBOs”) in the Belgian UBO register. The deadline for the first registration expired end 2019.
A Royal Decree of 23 September 2020 (“new Royal Decree”) was recently published, amending the previous Royal Decree of 2018 on the operating procedures of the UBO register.
In addition to textual adjustments and technical corrections, the new Royal Decree introduces new (disclosure) obligations.
New information to be reported
The Royal Decree of 2018 includes a list of information that must be reported about UBOs of legal entities incorporated in Belgium.
The new Royal Decree extends this list for UBOs of companies:
- Earlier, only the weighted percentage of shares or voting rights in the Belgian company had to be reported if the UBO controlled the company indirectly. Now, the (weighted) percentage of shares or voting rights held in each intermediate entity must be reported as well. On the basis of the information to be registered earlier on indirect UBOs in the UBO register, the weighted percentage held in the intermediate entities could already be deducted. Question is whether additional information must be reported.
- For UBOs of category 2, i.e. UBOs who control the Belgian company through other means, it must be specified through which other means the Belgian company is controlled.
Supporting documents to be reported
All information reported in the UBO register must be adequate, accurate and current.
The new Royal Decree now also requires the registration of supporting documents, demonstrating that the reported information is in fact adequate, accurate and current.
The obligation is applicable to all entities that must register their UBOs in the Belgian UBO register.
Only competent authorities will have access to the documents, to ensure effective access.
Access to all changes made
Earlier, access was only granted to the current information registered in the UBO register.
The new Royal Decree also grants access to the history of changes made in the UBO register.
Access to information of UBOs of (international) non-profit organizations ((I)NPOs) and foundations
Every citizen (with or without a legitimate interest) will have access to the information registered on the following UBOs of (I)NPOs and foundations:
- The members of the board of directors of the foundation and the (I)NPO;
- Individuals who are entitled to represent the NPO;
- Individuals in charge of the daily management of the foundation and the (I)NPO; and
- Founders of the foundation.
The information on these UBOs is – in principle - already (publicly) available in the Crossroads Bank for Enterprises.
The registered information regarding (the category of) beneficiaries and individuals controlling the (I)NPO or the foundation by other means remains accessible for citizens if they can demonstrate a legitimate interest.
Registration of trusts and fiduciaries in Crossroads Bank for Enterprises
Trusts, fiduciaries and similar entities established outside Belgium must also report their UBOs to the Belgian UBO register if they have a specific link with Belgium (a.o. owning real estate in Belgium).
From a practical point of view, a company number is required before an entity can access the UBO register.
In order to be able to register their UBOs in the Belgian UBO register, trusts, fiduciaries and similar entities therefore must register in the Crossroads Bank for Enterprises.
As the Royal Decree does not specify the entry into force, it will be effective as of 11 October 2020.
As this is too short of a notice for entities to comply with these new obligations, it is expected that the FPS of Finance will allow a tolerance period.