Differing implementations of the UBO Registers within the EU

19/04/22

By 10 January 2020, every country within the European Union (EU) and the European Economic Area (EEA) has had to implement the UBO registration for companies, other legal entities and trusts. The UBO registration has been implemented differently in each country. This PwC publication includes an overview of eight specific aspects in relation to which the obligation for UBO registration shows remarkable differences in 27 EU/EEA countries and builds on the previous PwC publication of December 2020. The obligation for UBO registration derives from the fourth and fifth Anti-Money Laundry Directive (the Directive).

The PwC publication is available here.

The research work was concluded on 31 December 2021 and has been conducted by the Tax Knowledge Centre of PwC the Netherlands. For more information on our previous research work, please read: Implementation of the UBO-registration requirement in 28 EU and EEA countries.

Diverging UBO registration obligation

The Directive obliges the EU Member States and EEA countries to implement public UBO registration for companies and other legal entities, and UBO registration for trust(s). However, contrary to the corporate UBO register, the UBO registration for trust(s) may be private.

In addition, the Directive prescribes a minimum implementation. This means that the EU and EEA countries may opt to introduce a broader UBO registration obligation. From the previous publication it followed that several EU and EEA countries opted to do so.

Since the previous publication, the implementation of the Directive in many of the EU and EEA countries has progressed. This led us to perform another comparative research with the assistance of PwC’s European network. This time we focused on the following eight specific aspects of the UBO registration:

Implementation of UBO registration for legal entities
Implementation of UBO registration for trusts and trustlikes
Minimum percentage for UBO qualification for legal entities
UBO definitions
Exemptions from registration obligation
Limitation of territorial scope
Registration period
Accessibility of UBO registration trustlikes

What does this mean for your organisation

If your organisation operates in several EU/EEA countries, you may have to deal with a UBO registration in different countries. It is therefore imperative that you have an overview of important aspects of UBO registration obligation in these countries. PwC can assist you in this, also with the help of the UBO Analyser and the input from our broad European network.

Research results

Below we describe a broad overview of our research findings. For a more detailed overview of the differences between the various EU and EEA countries, and for more in depth information per research objective we refer you to the publication.

Implementation of UBO registration for legal entities

Although not every EU and EEA country has met the deadline of 10 January 2020, almost every EU and EEA country currently maintains a fully operational UBO register for corporate and other legal entities. Lithuania and Spain are the only surveyed EU Member States in which the UBO register for corporate and other legal entities has not yet been fully implemented.

Implementation of UBO registration for trusts and trustlikes

Contrary to the UBO registration for corporate and other legal entities, more than a few countries have not yet (fully) implemented a UBO registration for trusts and trustlikes, despite the deadline of 10 March 2020.

Minimum percentage for UBO qualification for legal entities

The threshold prescribed by the Directive of ‘more than 25%’ (e.g. 25.1 percent) has been adopted by most countries while some of the EU and EEA countries surveyed have opted for the lower threshold of ‘25% or more’ (e.g. exactly 25 percent). In some countries the threshold for registering a person as a UBO may even be lower than 25 percent if that person controls the respective business entity on a different basis.

UBO definitions

Most EU and EEA countries provide for one general definition for a UBO that applies to all corporate and other legal entities, which is based on the general definition of the Directive. Some EU and EEA countries, however, have opted for more detailed definitions for different entities.

Exemptions from registration obligation

Most EU and EEA countries have included exemptions to the UBO registration obligation. Most exemptions concern either companies that are listed on a regulated market or entities that are under direct or indirect control of public authorities.

Limitation of territorial scope

A few countries go beyond the Directives required minimum implementation and do not limit the UBO registration obligation to legal entities established within their territory. These countries also require entities established outside of their territory to register their UBO based on their registered offices, taxpayer number or other taxable activities in their territories.

Registration period

Registration periods for UBO information vary among EU and EEA countries. Most countries apply a deadline of either thirty days or two weeks, or they require entities to register their UBO information upon incorporation or acquisition of domicile. Some countries apply other deadlines.

Accessibility of UBO registration for trusts and trustlikes

Making this data publicly available raises questions about the privacy sensitivity of the register in several countries. Some countries have therefore decided to operate a private (i.e. restricted) register in line with the Directive. Quite a few countries, however, have made the UBO register publicly accessible for trust(s), some albeit with certain restrictions.