Ultimate Beneficial Owner

The Ultimate Beneficial Owner (UBO) is the Belgian implementation of a new EU law that came into existence on 31 October 2018. Enterprises and organisations are obliged to declare relationships with other entities or natural persons (e.g. board members). The goal is to prevent, detect, and investigate money laundering.

Note: as a consequence the VZW wetgeving has also changed since 1 January 2019: according to the Belgian law a non-profit organisation is considered an enterprise (simplification and unification of commercial laws because of UBO).

Functionality

Prevent, detect, and pursue (international) financial abuse (fraud, terrorism).

Derogation

VME entities (apartments)

Implementation

The Ministry of Finance of Belgium keeps the UBO register. It is an eID application, available from the official governmental (Ministry of Finance) web site.

Declaration of the natural persons, and legal persons that are responsible for the non-profit organisation: the board.

It is sufficient to complete and maintain the register at the MinFin web site before ~~31 March 2019~~ 30 September 2019, and amend or confirm yearly (immediately after the general assembly, or changes in the board).

Question: Why isn't this (automatically) linked or included in the statutory publication and the KBO registration? Why is a third register necessary?

Since 11 November 2020 for each of the members an official document is mandatory (upload of the PDF Belgisch staatsblad publication).
Since 2021 there is an immediate link via the Belgisch staatsblad^[1] (simply confirm that the official publication has been completed).
When replicating the KBO registration this manual document is not required

Penalties

Non-compliance can cause a federal penalty of 500 €.
Suspend the KBO registration^[2]

Registration

As a legal European obligation that is due 30 September 2019, the board has been registered (by the Chair of Wikimedia Belgium) as UBO because they are Board member of a VZW/ASBL.

Each individual registered Belgian board member can verify (or even change) the registration by logging in with their e-ID:

To see/change the personal registration, login as a person
To see/change the Wikimedia Belgium registration, login as an enterprise

The register needs to be amended at every change in Board membership, after registration at KBO and the Staatsblad, via the e-ID of one of the registered board members, and re-approved yearly even if there were no changes. This implies that board member changes needs to be registered 4 times (!) with the Belgian government (apart from our internal Wikimedia registrations).

Procedure

In the UBO register application it is possible to perform the following easy transactions:

Update the organisation contact details (email, telephone number)
Replicate from KBO (to synchronise with KBO after staatsblad publication) - simplest way to change
Yearly confirmation (if there are no changes)
Simply confirm that the official publication in Belgisch Staatsblad has been completed
Manually modify the registration (national number, or BISNR required)
Upload a PDF document (external proof when required)

For foreigners you need their BISNR, that you get after registering them with KBO at the ondernemingsrechtbank (copy of passport or ID card + full address required).

As a consequence of the UBO, and the KBO registration, the WMBE GDPR privacy declaration has also been amended (national number for board members). The board members were informed about this registry by the Chairman of WMBE, as part of the GDPR, and (privately) by the administration of the Ministry of Finance.

Yearly maintenance

After each general assembly, and subsequent registration in the KBO, and publication in the Belgisch Staatsblad, you must amend the UBO registration. Add and remove board members as required (replicate from KBO and confirmation of Belgisch Staatsblad is the preferred way).

Login with e-ID
Login in the name of a company
Look up an entity
Click on the company number

If there are no changes, a simple yearly confirmation is sufficient.

After the updates are done, download a PDF to prove the new situation, and archive the PDF certificate.

External links

Online application

http://eservices.minfin.fgov.be/ubo/

Information

References

VSDC VZW Review Jan-Feb 2021 nr. 194 p. 15 (opladen verplichte bijlage)

↑ VSDC VZW Review november-december 2021 nr. 198 p. 3
↑ VSDC VZW Review maart - april - mei 2024 nr. 210 p. 1