Updated FAQ clarifies that listed companies do not have to register their UBO in Belgium
31/07/2019

The Belgian AML Act does not provide an exemption for listed companies regarding the registration of their UBO. According to a recently updated government FAQ, however, listed companies do not have to register their UBO.

Directive (EU) 2015/849 of 20 May 2015 (“Fourth AML Directive”) requires all EU Member States to set up a national register in which legal entities like companies must file accurate and up to date information about their Ultimate Beneficial Owner (“UBO”).

The Fourth AML Directive excludes listed companies from this filing obligation provided they are “subject to disclosure requirements consistent with Union law or subject to equivalent international standards which ensure adequate transparency of ownership information”.

However, this exemption was not retained in the Belgian AML Act of 18 September 2017 (“Belgian AML Act”) which incorporates the Fourth AML Directive into Belgian law. The FAQ published by the Ministry of Finance initially confirmed that listed companies indeed fell within the scope of the implementing Royal Decree. Therefore, it was generally assumed that listed companies had to register their UBO in Belgium.

In an updated version of the FAQ published on 19 July 2019 (Dutch French) Belgian authorities now take the opposite position and state that listed companies are exempted from registering their UBO if they are subject to transparency requirements consistent with Union law or equivalent international standards.

This 180* shift follows claims by some legal scholars that the initial position of the Belgian authorities (as articulated in the earlier  FAQ) was irreconcilalble with the Fourth AML Directive as the directive did not explicitely allow member states to derogate from the exemption regarding listed companies.

With the update of the UBO Register FAQ, Belgian authorities have now taken this criticism to heart.

Please note that the FAQ does not specify whether the exemption also applies to Belgian subsidiaries of (foreign) listed companies.

For an elaborate Q&A regarding the Belgian UBO register see our earlier post Ulimate Beneficial Owners Register operation as of today - Compliance required by 30 September 2019

Related : Stibbe


Click here to see the ad(s)
All articles Financial law

Lastest articles Financial law

PSDII: migration to SCA by 31 December 2020
25/11/2019

On 16 October 2019, the European Banking Authority (EBA) issued an Opinion concerning one of the most important features o...

Read more

Europe pushes companies one step further towards sustainable investments
21/10/2019

The European Commission has underlined the importance for companies to publish sufficient, reliable and comparable sustain...

Europe pushes companies one step further towards sustainable investments Read more

De fiscale regularisatie - meer dan ooit een optie!
16/10/2019

Meer dan een hot item in de media zijn de verhalen rond fiscaal besmet vermogen, te weten inkomsten of kapitalen die in he...

Read more

Schenken van aandelen via het aanpassen van het UBO-register: kan dat?
08/10/2019

De vierde antiwitwasrichtlijn (Richtlijn (EU) 2015/849) voerde voor elke lidstaat van de Europese Unie de verplichting tot...

Schenken van aandelen via het aanpassen van het UBO-register: kan dat? Read more

LexGO Network