Implementation of the UBO-registration requirement in 28 EU and EEA countries

17/12/20

By 10 January 2020 an obligation for UBO registration within the European Union (EU) and the European Economic Area (EEA) had to be implemented. This obligation derives from the fourth and fifth Anti-Money Laundry Directive (the Directive). This PwC publication builds on the previous PwC research work of December 2019 and includes an overview of six specific aspects in relation to which the obligation for UBO registration shows remarkable differences in 28 EU/EEA countries and Gibraltar.

The PwC publication is available here.

The research work has been concluded on 17 November 2020 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 30 EU and EEA countries and EU wide implementation UBO register completed?

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. It is clear that several EU and EEA countries opted to do so.

This finding led us to perform a comparative research on the following six specific aspects of the UBO registration with the assistance of PwC’s European network:

The UBO definition and the associated threshold for qualification as a UBO.
The territorial scope of compulsory UBO registration.
Exceptions to the UBO registration requirement for certain entities.
The obligation to register at least one UBO.
The deadline for registering a UBO
An open or private UBO registration for trusts and other legal arrangements.

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

The UBO definition and the associated threshold for qualification as UBO

The threshold of 'more than 25%' (e.g. 25.1%) required by the Directive has been adopted by the majority of the countries. A few countries have opted for the lower threshold of '25% or more' (e.g. 25% or 25.1%).

The territorial scope of mandatory UBO registration

A few countries go beyond the Directive and do not limit the UBO registration obligation only to legal entities established within their territory. Luxembourg, for example, has imposed the registration requirement on all entities registered in the business register. Greece goes a little further, requiring companies with activities taxed in Greece to register their UBO there as well.

Exceptions to the UBO registration requirement for certain entities

Most countries have included more exceptions than those laid down in the Directive. These exceptions are largely limited to public authorities. However, several countries have also implemented specific exceptions to UBO registration. For instance, Austria has made, among others, an exception for agricultural communities and Norway has made an exception for study associations.

The obligation to register at least one UBO

We note that the EU Member States have consistently implemented this aspect.

The deadline for registering a UBO

Most countries apply a deadline of thirty days, four weeks or a month for UBO registration. In addition, for those countries which apply a registration obligation of less than two weeks, the periods vary widely. Interestingly enough, Greece applies a deadline of 60 days. Please note that in Italy the institution of the UBO register is already provided by law. However, the actual implementation of the UBO register is delegated upon the issuance of an Implementation Decree. The Decree is currently in a draft version, i.e. not yet implemented.

An open or private UBO register for trusts and other legal arrangements

In addition to the UBO register for companies and other legal entities, the Directive requires the registration of UBOs of trusts and similar legal arrangements. Unlike the corporate UBO register, the UBO registration for trust(s) is allowed to be restricted on the basis of the Directive.

Most countries have decided to operate a closed (i.e. restricted) register in line with the Directive. However, a few countries have made the UBO register publicly accessible. Please note that in a few countries, the UBO register for trust(s) has not yet entered into force.