The UBO register – FAQ revised by the FPS Finance

We already commented on the FAQ of the FPS Finance in previous articles. On 19 July 2019, the FPS published a third update of the FAQ.

Please find below the most important changes.

The FPS has subdivided all questions into a new table of contents, which shouls make the comment clearer and the text is provided in several places with additional examples.

1. Important! Listed companies

Listed companies meeting the following conditions are not required to register their UBO’s:

• listed on a regulated market;
• subject to publicity requirements compatible with EU law or equivalent international standards;
• guarantee adequate transparency of ownership information.

This exemption is in line with the 4th Anti-Money Laundering Directive. Indeed, listed companies are already legally obliged to make public the information that also is required for the UBO register. 

2. Marital Regime

A special chapter is dedicated for the combination of a company and a marital regime, i.e. a legal regime of marital community or separation of goods.

For interests falling within a matrimonial community, the UBO will, in principle, be either the spouse mentioned in the share register of the company or the spouse who actually exercises the voting rights. If both spouses exercise joint control over the company, they must be jointly registered with an equal number of shares or voting rights. 

In the other cases, an analysis must be made of which spouse exercises actual control over the company.

3. Companies owned by a public legal entity 

The FAQ provides a special chapter about publicly owned entities "gecontroleerd door een openbaar rechtspersoon" / "contrôlé par une personne morale de droit public".

• If a public legal entity (eg. State, region, community, municipality, …) owns more than 25% of a company, the cascade-test must be applied, as applicable to any other company;
• The FAQ also clarifies in which category UBO's must be classified.

4. Extensive additional information

The FAQ provides extensive additional information about the way in which the different categories must be registered in the UBO register and also how the UBO register must be filled in with regard to a "group".

The FAQ ends with a number of technical questions related to:

• Mandates and role management;
• Connection to the platform;
• Registration;
• Verification.

Attention! The UBO register must be completed by no later than 30 September 2019.

Furthermore, from that moment on, the information filed with the UBO register must be confirmed annually and eventually updated. An automatic reminder is sent one month before the deadline via MyMinFin or eBox. 

Any changes must be filed within the month. 

Given the amount of the fines (administrative fines between 250 and 50.000 EUR), it is crucial to collect accurate data about the right individuals in time and to have them registered in the UBO register. 

Therefore the entities who have the obligation to file should:

• develop procedures for the management of the data of the UBO-register, because every change must be filed with the UBO register within one month;
• determine how the supporting documents (from which it appears that the information is adequate, accurate and up to date) will be collected and kept up to date;

If you want more information about this matter or being assisted by our specialists, please feel free to contact us, info@seeds.law or +32 (0) 2 747 40 07.