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Corporate Compliance

Spain: Royal Decree on Ultimate Beneficial Ownership Registry

By 7 Mins Read

In brief

The Government of Spain has approved the creation and operating regulation of the Ultimate Beneficial Ownership Registry (“UBO Registry“), by means of Royal Decree 609/2023 of 11 July 2023, which was published today in the Official State Gazette. This registry is configured as a central and public registry, through which information on ultimate beneficial ownership of Spanish legal entities and other entities or structures without legal personality can be generally accessed. To access the full text of the Royal Decree click here.

Contents

  1. Nature and operation
  2. Entities whose ultimate beneficial ownership must be recorded in the UBO Registry
  3. Data storage period
  4. Other matters of interest
  5. Entry into force

The main aspects of the new UBO Registry1 include the following:

Nature and operation

The UBO Registry is configured as an electronic, central and unique registry for the whole Spanish territory, managed by the Ministry of Justice and under the responsibility of the head of the General Directorate of Legal Certainty and Public Faith (“Dirección General de Seguridad Jurídica y Fe Pública”), whose purpose is to collect and make public the information on the ultimate beneficial ownership of all Spanish legal entities and other entities or structures without legal personality.

For these purposes, the UBO Registry will be fed with the following information:

  • The information on beneficial ownership available in the Registries of Foundations, Associations, Cooperatives, Agricultural Transformation Companies, Mercantile and other registries that may collect such information from the registered entities, that contained in the Database of Beneficial Ownership in charge of the General Council of Notaries and that obtained by the Council of Property, Mercantile and Movable Property Registrars. These registries have a term of nine months as from the entry into force of Royal Decree 609/2023, to send the first transmission of all the data on ultimate beneficial ownership included in their databases and, as from the first transmission, they must update on a daily basis the registrations and cancellations that take place.
  • As regards entities with or without legal personality that are not registered or do not declare their ultimate beneficial ownership through the registries where they are registered, they must declare their ultimate beneficial ownership directly to the UBO Registry and keep such information updated. The first declaration must be made within two months from the entry into force of Royal Decree 609/2023 and the following declarations, in any case, in January of each year. The same obligation will correspond to the obliged subjects whose ultimate beneficial ownership data are included in the registries mentioned in the above paragraph, but do not extend to the totality of those provided for in Royal Decree 609/2023.

In the case of commercial companies, they must notify the Commercial Registry of any change in their beneficial ownership within ten days of becoming aware of it.

Entities whose ultimate beneficial ownership must be recorded in the UBO Registry

It is foreseen that the UBO Registry will contain information on the ultimate beneficial ownership of the following entities:

  • All legal entities of Spanish nationality.
  • Entities or structures without legal personality that have the seat of their effective management or their main activity in Spain, or that are managed or administered by individuals or legal entities resident or established in Spain.
  • Entities or structures without legal personality that, not being managed or administered from Spain or another State of the European Union, and not being registered by another State of the European Union, intend to establish business relations, carry out occasional transactions or acquire real estate in Spain.

The data that must be included in general with respect to the ultimate beneficial owner of the aforementioned entities are the following: name, surname, date of birth, type and number of identification document, country of issue of the identification document (when it is not Spain), country of residence, nationality, e-mail address and criteria that qualifies that person as the ultimate beneficial owner. Likewise, specifically (i) in the case of legal persons where there is beneficial ownership by direct or indirect ownership of shares or voting rights, the percentage of participation indicating, if applicable, the intervening entities in the chain of control and their participation therein; and (ii) in the case of trusts or other similar instruments, the identity of the settlor, the trustee, the protector, the beneficiaries and any other natural person who ultimately exercises control of the trust (or, if applicable, those who hold positions equivalent or similar to the foregoing), as all of them shall be deem ultimate beneficial owners.

Data storage period

Information on ultimate beneficial owners shall be retained in the UBO Registry as long as they maintain this status and for 10 years following the loss of such status.

Persons with access to the beneficial ownership information

The UBO Registry is a public registry and, therefore, the information contained therein can be accessed not only by public authorities, notaries, registrars and other obliged subjects under money laundering prevention regulations, but also by any third party. Access to the UBO Register must be made telematically.

Notwithstanding the above, access for the general public has the following limitations:

  • Prior identification of the applicant for information is required, as well as accreditation of the condition in which access is requested and evidence of a legitimate interest. Such legitimate interest shall be presumed in the case of (i) the media, (ii) civil society organisations involved in the prevention and combating of money laundering and terrorist financing, (iii) the legal person (trust or similar entity) concerned and (iv) the beneficial owner.
  • Only current information can be accessed (therefore excluding historical data on beneficial ownership).
  • Only the name, surname, month and year of birth, country of residence and nationality of the beneficial owners, as well as the nature of the beneficial ownership can be accessed.
  • Access to the information may be refused on grounds when it may expose the beneficial owner to a disproportionate risk, or to a risk of fraud, kidnapping, extortion, harassment, violence or intimidation, or others of similar seriousness, or if the beneficial owner is a minor or a person with limited capacity or subject to special protection measures. For these purposes, the interested party must previously request the restriction of access to its information from the person in charge of the UBO Registry.

Other matters of interest

Given that the information may reach the UBO Registry through different channels, certain measures are introduced to avoid the existence of discrepant or contradictory information. Likewise, the obliged subjects under the regulations for the prevention of money laundering and the competent authorities requesting registry information on beneficial owners must inform the UBO Registry of any discrepancy they may observe between the data in their possession and those contained in the registry. The same obligation corresponds to the different registries supplying information to the UBO Registry.

Failure to comply with the obligation to identify the ultimate beneficial ownership and disclose the same to the UBO Registry shall determine the closure of the register provided for in Article 378 of the Commercial Register Regulation (closure of the register for failure to file accounts).

Entry into force

Royal Decree 609/2023 will generally enter into force on 19 September 2023, except for the possibility of access to the content of the Register by the general public, which will enter into force on 19 October 2023.

Click here to access the Spanish version.

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Author

Javier Menor leads the Corporate/M&A Practice Group and a partner in Baker McKenzie's Barcelona office. He is also a member of the Firm’s Corporate/M&A, Private Equity and Competition Practices Groups and has 20 years' experience in advising clients in these areas. He is recognized as one of the best lawyers in his field in Spain by the most prestigious directories, including Chambers & Partners, Legal 500 and Best Lawyers. Javier joined Baker McKenzie in 2015 from an international law firm where he was the co-managing partner of the Barcelona office and a member of the global executive committee, in charge of Corporate/M&A at a global level. He is a professor of Competition Law at ESADE Law School and teaches the international contracts program at the Barcelona Bar Association.

Author

Antonio Zurera joined Baker McKenzie in 2004 and was appointed partner in 2015. He focuses his practice on all aspects related to wealth management. Mr. Zurera has lectured in several conferences, and continues to contribute to economic journals and other publications.

Author

Bruno Dominguez is the managing partner of Baker McKenzie's Barcelona office, head of the Tax practice in Barcelona and Chair of our Wealth Management Practice in EMEA region. Bruno has been coordinator of the Master of Laws in Taxation at the University of Barcelona, and associate professor at ESADE Business School. He has written several articles and regularly speaks at conferences and seminars on business restructuring, transfer pricing, wealth management and taxation of family businesses.

Author

Roberto Concha has more than 20 years of experience focusing mainly on a range of corporate and M&A transactions, both domestic and cross-border. Particularly recognized for his technical skills, he has taken up the role of KM Partner of the Madrid office as from 2016 and is the head of Quality and Training in the Madrid Corporate Department. Mr. Concha is a regular lecturer in the Carlos III University (LLM in access to the lawyer profession) and author of several legal publications. He joined Baker McKenzie in 2008 and is a member of the Madrid Bar Association since 2000.

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