UBO Registration: Disclosure requirements for Belgian companies

1. Legal framework

The Belgian law of 18 September 2017 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing and limitations to the use of cash created the Belgian centralized register of Ultimate Beneficial Owners (‘UBO Register’)⁽¹⁾ implementing the European requirements set forth in the fourth and the fifth European AML Directives⁽²⁾ (the “2017 AML Law”). The Royal Decree of 30 July 2018, adopted the next year, set the operating procedures of this register (the “2018 Royal Decree”).

In 2023, the Belgian legislator amended the applicable regime in order to comply with a judgement of the Court of Justice of the European Union⁽³⁾ invalidating a provision of the Fifth Money Laundering Directive and, as a consequence, limited full access to the registered information to certain specific persons only⁽⁴⁾ (see section 7 below).

 

2. What are the legal obligations?

Belgian companies are required to gather and hold adequate, accurate, and current information on their beneficial owners and must provide the relevant information to the UBO register:

• at incorporation and
• within one month from the moment such information amended (e.g. following an M&A transaction).

 

They also must confirm the registered information at least annually.

 

3. What is covered under the concept of “Ultimate Beneficial Owner”?

‘‘Ultimate Beneficial Owner’’ (bénéficiaire effectif) means any natural person(s) who ultimately owns or controls a corporate or a legal entity⁽⁵⁾ or the delegate of such entity and/or the natural person(s) on whose behalf a transaction or activity is being conducted⁽⁶⁾.

In case of Belgian companies, the following categories of persons qualify as “Ultimate Beneficial Owner”:

a. Natural person(s)who ultimately own(s) or control(s) the entity through direct or indirect⁽⁷⁾ ownership of a sufficient percentage of the voting rights, shares, or other ownership interests therein. In this respect, holding more than 25% of the voting rights or shares or corporate capital shall serve as an indication of a sufficient percentage

and,⁽⁸⁾

b. Natural person(s) who control(s)the company by any other means, for instance individuals holding the power to appoint or remove a majority of members of the management body or to effectively control the company through a shareholder agreement, or individuals having veto rights, etc.;

c. Or, when no beneficial owner could be determined under the criteria of points a) and b) (e.g. in the case of a listed entity or subsidiary of a group the ultimate holding structure of which is listed) or if there is any doubt that the person(s) identified are the beneficial owner(s), natural person(s) who hold the position of senior managing official(s)(CEO, Chairman of the management committee, etc.).

As the individual(s) referred to under this point c) remain(s) a residual category, the identification of such beneficial owner(s) should be duly documented and substantiated (e.g. steps undertaken to identify the two first categories of beneficial owners, the result of the searches performed, etc.).

 

4. What information must be registered?

Ultimate Beneficial Owners

The required disclosure process entails that the following indications be provided to the UBO register with respect to each of the beneficial owners⁽⁹⁾:

1. Last name;
2. First given name;
3. Date of birth;
4. Month of birth;
5. Year of birth;
6. Nationality/nationalities;
7. Country of residence;
8. Full address of residence;
9. Date on which the natural person became beneficial owner of the company;
10. Identification number in the Belgian National Register or of the social security register or any similar identifier issued by the State where the person resides or of which they are a national; for UBOs that do not have a number in the Belgian national register, a copy of an identity document (identity card or passport) must be added.
11. Category of beneficial owner to which the relevant individual belongs (see categories listed in the definition of beneficial owner);
12. Indication if the threshold is met by the person individually or jointly with other beneficial owners;
13. Indication if the person is a direct or indirect beneficial owner;
14. Extend of the beneficial interest held by the beneficial owner.

 

Intermediate entities

In case of indirect beneficial ownership, detailed information regarding each intermediate entity e.g. the full identification, including at the latest, name, incorporation date, legal form, corporate address and registration number (or any other similar identifier issued by the State in which the intermediary is registered) must be provided.

 

Supporting documents

Supporting documents, evidencing that the information registered is adequate, accurate, and current must be also registered. The documents that have to be uploaded must be selected by the person liable for the registration. They usually include a copy of the ID card / passport of the UBOs, a structure chart of the group to which the company belongs, shareholders’ register of the company and the intermediate entities, foreign extract of business registers, foreign UBO extracts, notarial deeds, etc.

 

5. Responsibility, process, and sanctions

The directors (or legal representatives) of any company incorporated under Belgium law are required to enter the relevant information in the UBO register, trough the online platform ‘MyMinFin’ which has to be adequate, accurate and up-to-date⁽¹⁰⁾ and must be updated and/or confirmed every year.

Failure to collect, hold and record requisite UBO information or providing incorrect or incomplete information may expose the person responsible for the registration to administrative⁽¹¹⁾ and criminal sanctions⁽¹²⁾. Criminal fines may range from EUR 400 to 40,000 euros while administrative fines may vary from EUR 250 to EUR 50,000.

 

6. Data protection

From a data-protection perspective, the company also has to provide, on a durable medium, its beneficial owners with information in relation to the disclosure of their data to the UBO register, such as the fact

(i) that it has the obligation to provide the register with all the items referred to under point 4 above and that this information will be recorded and kept in the register for 10 years after the loss of the legal personality of the company or the definitive cessation of its activities;

(ii) that they can access said information; and

(iii) if applicable, that they can request the UBO register authority to delete or amend any inaccurate information. In this context, the name and address of the service in charge of managing the register with the Treasury Administration should also be provided to the beneficial owners.⁽¹³⁾

 

7. Access to the information contained in the UBO register

Prior to the 2023 reform, any person, any citizen, even for reasons unrelated to the purpose of the UBO register could freely access the data recorded in the UBO register. This unlimited access of the UBO register meant that anyone could consult its entire content and store and/or distribute such information without restriction.

In 2022, the Court of Justice of the European Union ruled that public access to information on beneficial owners (UBOs) led to an unjustified breach of privacy and data protection guaranteed by articles 7 and 8 of the Charter of Fundamental Rights of the European Union, invalidating a provision of the Fifth Money Laundering Directive⁽¹⁴⁾.

Access to the UBO register is since then governed by the provision of the Fourth Money Laundering Directive, i.e. only persons who can demonstrate a ‘legitimate interest’ can access UBO information free of charge. As a result, the Belgian legislation was adapted by the Law of 8^th February 2023 and a Royal Decree of the same date, which clarify what is meant by ‘legitimate interest’ and add several points concerning consultation of the UBO register by the ‘general public’⁽¹⁵⁾.

Article 10, §3 of the amended Royal Decree specifies that the following reasons are considered to meet a legitimate interest:

i) applicants having an objective or carrying out on a permanent and effective basis activities relating to the fight against money laundering, terrorist financing and related underlying criminal activities;

ii) applicants taking legal action in connection with the purpose or activities referred to in point i), with a view to defending an interest related to that purpose or those activities; or

iii) applicants taking legal action in connection with the purpose or activities referred to in point i), with a view to defending an interest related to that purpose or those activities; or

iv) applicant entering into an economic relationship or carry out transactions with a legal person liable for payment of information, involved in activities relating to the prevention or fight against money laundering, terrorist financing and related underlying criminal activities and has not yet gained access to the register in any other capacity.

Hence, the UBO register is accessible to the following categories of people:

i) public authorities vested with the enforcement of anti-money laundering rules (such as the Belgian tax authorities);

ii) obliged entities (entités assujetties)⁽¹⁶⁾ whether public or private, that are required to apply the anti-money laundering rules in the context of the professional services provided (e.g. National bank of Belgium, fund of deposit and consignment, Bpost, credit institutions, lawyers, auditors, etc.);

iii) any natural or legal person who can demonstrate a legitimate interest according to the Article 10§3 of the Royal decree above-mentioned;

iv) any natural or legal person who submits a written request to the Treasury Administration concerning a trust, fiduciary or similar legal arrangement.

In practice, investigative journalists and NGOs involved in the fight against money laundering activities, as well as persons who enter into economic relations or transactions with reporting entities, may be considered to have a legitimate interest⁽¹⁷⁾.

It is important to note that neither the company nor its beneficial owner(s) will be informed of the searches conducted about them in the UBO register. The Treasury Administration must however ensure that searches conducted on the UBO register be recorded and kept for a period of 10 years⁽¹⁸⁾.
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Under exceptional and duly motivated circumstances, beneficial owners may request that all or part of the information relating to them be limited and kept confidential in order to safeguard their security or personal privacy (e.g. the beneficial owner is a minor or may be exposed, in case of disclosure, to disproportionate risks such as fraud, blackmailing, extortion, violence, etc.).⁽¹⁹⁾

 

8. Different requirements in Belgium, France and Luxembourg

The UBO registration process is significantly different in Belgium, France, and Luxembourg, despite being all governed by the 4^th EU AML Directive and its subsequent amendments.

The following specific features can be highlighted:

 

Criteria	Belgium	France	Luxembourg
Legal basis	Law of 18 September 2017+ Royal decree of 30 July 2018 as both amended	Articles L561-451 and following of the monetary and financial code	Law of 13 January 2019 creating an UBOs Register
Relevant register	UBO register (managed by “SPF Finances”)	Register of beneficial owners (RBE managed by INPI)	Register of beneficial owners (managed by LBR)
Ownership chain	Requirement to detail indirect structure up to UBO	Less detail required, except in cases of clear indirect control.	Less detail required, except in cases of clear indirect control.
Directors’ liability	Increased liability with mandatory annual confirmation	Liability limited to initial statement and relevant updates.	Liability limited (Regularly check and ensure that beneficial owners are correctly declared)
Fines	High administrative fines (up to €50,000)	Low fines (up to €7,500).	High fines (up to€1,250,000)
Updates	Mandatory update within 30 days of a change and mandatory annual confirmation.	Mandatory update only in the event of major changes, with no specific deadline.	Mandatory update within the month of the UBOs change.
Effective control	Detailed analysis required to identify control situations below 25% including intermediaries’ companies	Effective control taken into account, but with fewer analysis requirements.	At least 25% of the voting rights or the share capital, or effective
Enhanced transparency	Greater transparency on complex structures, facilitating AML regulation	More flexible process may lack detail for complex structures.	More flexible process may lack detail for complex structures.
Compliance with AML EU regulation	Detecting situations where indirect UBOs might attempt to conceal their identity via intermediate structures, it increases the administrative burden for complex companies, but guarantees a comprehensive declaration	Risk of concealing the identity of the UBO behind intermediate entities. The administrative burden is reduced, but this could lead to a lack of rigour for structures involving indirect shareholdings	Risk of concealing the identity of the UBO behind intermediate entities. The administrative burden is reduced, but this could lead to a lack of rigour for structures involving indirect shareholdings

 

9. The register UBO’s contribution to the fight against money laundering

The UBO register, implemented in Belgium in 2017, represents a major step forward in the fight against money laundering and terrorist financing by identifying the ultimate beneficial owners of companies and non-profit organizations. After a shy start due to the COVID-19 crisis, it reached a 98% registration rate in 2022, becoming an essential tool for law enforcement, the judiciary, and tax authorities. Its annual update requirement enhances financial transparency and holds declarants criminally liable for false statements. Thanks to this register, nearly 50,000 entities have been deregistered, and more than 17,500 fines have been issued, encouraging businesses to comply with legal requirements, as reported by the Belgian newspaper “l’Echo”^(20).

A positive side effect of the UBO register is the cancellation of dormant entities and shell companies, which are often used by criminals to conceal illegal financial flows. By cleaning up Belgium’s business landscape, it reduces the risk of fraud and facilitates judicial prosecutions. The impact of this measure is currently being assessed by the Financial Action Task Force (FATF), as reports of suspected money laundering continue to rise. Some experts suggest going even further by dissolving non-compliant structures rather than merely deregistering them, to strengthen the system’s effectiveness.

The evolution of the UBO register has also transformed the role of corporate lawyers in fighting money laundering. They must now provide clients with much more methodical and didactic support, in particular by explaining to them how the UBO registration process works and how to identify their UBO and get the relevant information regarding any potential ownership chain or the existing controls, including the supporting documents to be registered along with the UBO details.

 

10. Towards an amendment of the Belgian UBOs regulation?

The new Belgian federal government, which just took office on 3^rd February 2025, has announced its intention to reform the UBO legislation by simplifying the administrative obligations related to UBO registration requirements.

To this end, the new federal government plans to reduce administrative burdens and costs for companies by optimizing data exchange between existing databases and automatizing the transmission of information which are already available so that the companies will only need to submit their details and modifications only once. In addition, the new Belgian government also intends to grant a direct access to the UBO register to the financial institutions⁽²¹⁾.

According to the new government, this simplification project will make UBO registration simpler while remaining effective in fight against money laundering.

We will keep you informed with more details once the content of this reform will be further clarified.