All Belgian companies, foundations, non-profit organizations, fiduciaries and trusts must submit information about their ultimate beneficial owners to the Ultimate Beneficial Owners (UBO) register (see the Belgian Act of September 18, 2017 and the Royal Decree of July 30, 2018).
In addition, reporting entities are now required to upload proof that the information on the UBO register is adequate, accurate and up-to-date (see the Royal Decree of September 23, 2020, which modified the Royal Decree of July 30, 2018).
This obligation to upload supporting documents entered into force on October 11, 2020, from which date entities registering for the first time were required to upload a copy of all supporting documents at the time of registration. Entities that were already registered before October 11, 2020 were given an extended transitional deadline of August 31, 2021 to update their registration and provide these supporting documents.
The law does not explicitly state which supporting documents legal entities must provide to prove that the information on the register is adequate, accurate and up-to-date. However, the Belgian Ministry of Finance states on its website that this could be shareholders' registers, shareholder agreements, overviews of shareholder structures, gift deeds, etc.
In addition, the Belgian Ministry of Finance has now added that if legal entities are able to confirm that the information they have already published in the Belgian Official Gazette is adequate, accurate and up-to-datefor the purposes of the UBO register, they do not need to upload additional documents. In order to rely on this possibility, entities should of course carry out a thorough check of the information that has already been published in the Belgian Gazette, and this may not be an easy option for legal entities with a complex management structure and varying shareholders.
You should also bear in mind that reporting entities have an obligation to reconfirm the correctness of the UBO register every year (i.e., one year after the last reporting date), and that they have an obligation to update the register each time that relevant changes occur.
In case of non-compliance, an administrative fine of 250 to 50,000 EUR can be imposed. In parallel, individual members of the governing body of a non-compliant legal entity could face a criminal fine ranging from 400 to 40,000 EUR. It is therefore important to register, upload the supporting documents, and keep the register up to date.
Authors: Frederik Van Remoortel and Delphine Keppens
