UBO
Meaning, obligations, and register
UBO transparency is an essential part of effective compliance. It gives organizations better insight into ownership structures and associated risks.
What is a UBO?
A UBO (Ultimate Beneficial Owner) is the ultimate beneficial owner of an organization. This is always a natural person who:
- Directly or indirectly owns more than 25% of the shares or voting rights, or
- Exercises control over the organization in other ways.
UBOs are important because they promote transparency in ownership structures and help organizations mitigate risks of fraud and money laundering.
However, UBOs can hide themselves. This often happens through holding companies and other corporate structures, which make it impossible to immediately see who the UBO is. If this is not the case and there is no UBO, senior management or executive personnel are designated as the UBO. This is then referred to as the pseudo-UBO.
However, there are some gaps in this definition. For example, each country applies a different percentage, and UBOs can also ‘hide’ behind layers of other companies, holding companies, or private limited companies. Identifying a UBO is not that easy, even though in Europe you are required to identify the UBOs of your business relations and suppliers.
Is a UBO mandatory?
Within Belgium, the registration of UBOs is mandatory, but this depends on the legal form of the company. Internationally, there are different rules for registering UBOs. This differs per country.
According to the World Bank, information about UBOs is rarely included in public records. Simply because it is not mandatory. Governments and regulators are making efforts to ensure transparency of these UBO disclosures, but information about UBOs are not included in laws and regulations such as the AML and CTF laws.
UBO register in Belgium
The UBO register has existed in Belgium since 2019. The UBO register is a Belgian database containing all ultimate beneficial owners of companies with a CBE number and a specific legal form (see Is a UBO mandatory?). This stems from EU regulations requiring every European country to maintain a UBO register. This register is public and contains information such as the first and last name of a UBO, year of birth, and nationality.
Only persons with a legitimate interest may view complete information. This applies, for example, to compliance officers, auditors, banks, or lawyers who need the data for their work.
Key points:
- Registration requirementBelgian companies, non-profit organizations, foundations, and trusts must register their UBOs. This applies to natural persons who ultimately own or control the entity, usually above the 25% threshold.
- Legitimate interest: Access to the register is restricted. You must demonstrate that you have a professional purpose (e.g., KYC verification or audit).
- Privacy: Not all data is public; contact information, for example, is only disclosed to authorized parties.
- Keep up to date: Changes in ownership or control must be reported within a specified period.
Legal forms and UBO registration requirements in Belgium:
| Registration required | No registration requirement |
|---|---|
| Public limited company (NV) | Sole proprietorship |
| Private limited company (BV) | Ordinary partnership |
| Cooperative company (CV/SC) | Small companies without legal personality |
| Non-profit association (NPA) | |
| Foundation | |
| Trust (active in Belgium or with Belgian assets) |
Practical tips for Belgian companies:
- Check annually that all UBO information is correct and up to date.
- Document proof of legitimate interest in third-party access.
- Use reliable data sources for complex international structures.
