On 1 October 2020, the Royal Decree of 23 September 2020 was published in the Belgian Official Gazette which amends the Royal Decree of 30 July 2018 on the modalities of operation of the UBO register. In addition to textual adjustments and technical corrections, the new Royal Decree introduces new (disclosure) obligations.
Supporting documents to be reported
As from 11 October 2020, all companies, (international) non-profit organisations, foundations, trusts and legal entities comparable to trusts under Belgian law are required to upload in the UBO-register any document that supports and demonstrates the adequacy, accuracy and topicality of the registered data.
This could be one of the following documents: a copy of the share register, the articles of association of the company, agreements relating to the transfer of shares, notarial deed, ID card or passport of the UBO or any other document (legalised as originating from a third country)
Only the competent authorities will have access to these uploaded documents.
For the existing registrations, the administration granted a postponement until 30 April 2021 to comply with this documentation requirement. Reporting entities who arrange the UBO registration for the first time or amend the register as from 11 October 2020, must upload these documents immediately upon registration.
Participation percentages of indirect UBO’s
From now on, the weighted percentage of shares or voting rights that the indirect UBO holds or controls in the obliged entity and in each intermediary entity must be recorded, whereas previously only the registration of the so-called weighted percentage in the obliged entity was required. 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.
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
Finally, from now on, not only the currently registered information will be accessible, but also the complete history of the registration.
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. It 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. Please note that these data are in principle also available in the Crossroads Bank for Enterprises, which means that the impact of this change is rather limited.
However, in this respect, we would like to remind you that each UBO has the possibility to request the authorities to hide certain data in whole or in part. This exception only concerns the visibility of the information registered on this UBO and under no circumstances the obligation to register this information in the UBO register.
Finally, we would like to recall that in addition to the initial registration of the UBO(‘s), every change must be made within the month and, moreover, the accuracy of the information must be confirmed annually. The period of one year starts from the initial registration or from the last change made to the UBO register. On 30 April 2020, the registration was already automatically confirmed in the UBO platform by the administration, which means that the next confirmation must take place no later than 30 April 2021.
The administration has sent a series of reminders to entities that are not yet compliant (there was an administrative tolerance until 31 December 2019), but for the time being, no penalties were imposed.
It could be interesting to make use of the digital shareholders register in eStox as there is an automatic link with the UBO-register, so the annual confirmation which is obliged in the UBO-register, will be done automatically. Further this can also be used as a supporting document to upload into the UBO-register.
How can PwC assist you?
If you still need to comply with the UBO formalities set out above, PwC can assist you with the registration as well as the annual confirmation and uploading additional information into the UBO-register. We can also assist you with the request to hide all or certain data of an UBO in the register or implementation of your digital shareholders register in eStox. If you have any other questions with regard to this matter, please reach out to firstname.lastname@example.org or your regular PwC advisor.