UBO Transparency in Belgium Simplified

Understanding the Ultimate Beneficial Owner (UBO) framework is essential for ensuring transparency and compliance within Belgium’s corporate environment. The term UBO or beneficial owner refers to the natural person or persons who ultimately own or control an entity. Different categories of UBOs exist depending on the type of control, the individual’s role, and the nature of the entity involved.

What defines a UBO and how is control determined?

A direct UBO is a natural person who owns or controls the entity responsible for providing information without going through other entities or legal structures. In contrast, an indirect UBO owns or controls the entity through one or several intermediate entities or legal arrangements.

A person may qualify as a UBO if they hold more than 25% of shares or voting rights, or even a smaller percentage when they have sufficient influence or control. Control may also arise through the right to appoint or remove directors, veto powers, or other means that allow significant influence over the company’s direction.

Which categories of UBOs exist for companies in Belgium?

Belgian law divides UBOs for corporate entities into three cumulative categories:

First category: Natural persons who directly or indirectly hold a sufficient percentage of the voting rights or shareholding in the company. A holding of more than 25% of voting rights or shares is an indicator but not a strict threshold. Therefore, individuals holding less than 25% may still qualify as UBOs if they exercise effective control.

Second category: Natural persons who control the company by other means, such as appointing or removing directors or holding veto rights.

Third category: When no person can be identified under the first two categories, or when doubt exists about the identified person’s status, the UBOs are the natural persons acting as main directors.

Who qualifies as a UBO in non-profits and foundations?

For (international) non-profit associations and foundations, Belgian legislation establishes six cumulative categories:

1. Members of the Board of Directors.
2. Persons authorised to represent the organisation.
3. Those responsible for day-to-day management.
4. Founders, in the case of foundations.
5. Natural persons for whose primary benefit the organisation was created or operates (for instance, war victims in a charity supporting them).
6. Any other natural person exercising control by other means.

These categories apply cumulatively, ensuring full transparency of governance and purpose.

What about trusts, fiduciaries, and similar structures?

For trusts and fiduciary arrangements, both the bare owner and the usufructuary can be classified as UBOs. The bare owner qualifies as a UBO if they own a sufficient percentage of shares, while the usufructuary is identified as a UBO if they hold a sufficient percentage of voting rights. It is important to mention in the “Remarks” section of the registration that the individual is a usufructuary.

What are the documentation and filing obligations?

The legal representatives of the entity must attach supporting documents demonstrating the accuracy, adequacy, and currency of the registered UBO information. These documents may include:

• Extracts from the share register.
• The Articles of Association.
• Shareholder agreements.
• Minutes of general meetings or notarial deeds.
• Extracts from foreign trade registers or equivalent documents showing ownership and control.

However, reporting entities and the general public cannot access supporting documents, as they remain confidential.

How should foreign UBOs be registered?

If a UBO is a foreign national, the entity must still complete the registration in the same way as for a Belgian citizen. The registration must include the person’s national identification number, nationality, and country of residence. When this data is not available in the Belgian national BIS register or at the Crossroads Bank for Enterprises (CBE), it must be manually entered by the reporting entity.

What are the deadlines for UBO registration?

Entities must register their UBOs within one month from incorporation or any change in UBO information. They must also confirm the data annually, verifying its accuracy. If no changes occur, entities only need to confirm the existing data within one year of the last modification, without re-registering.

What are the penalties for non-compliance?

Failing to comply with UBO registration obligations can lead to administrative fines ranging from EUR 250 to EUR 50,000. Before a fine is imposed, a reminder letter is sent to the legal representatives, allowing 30 days to provide an explanation or rectify the issue. After review, the fine may be issued to the legal representatives if no valid defence is provided.

Why UBO compliance matters?

The UBO framework in Belgium strengthens corporate governance and helps combat money laundering, tax evasion, and financial crime. It ensures that businesses operate transparently and maintain the trust of regulators and stakeholders alike. Proper UBO registration is not only a legal requirement but also a fundamental pillar of ethical corporate conduct.

What’s next?

Managing UBO registration requires accuracy, diligence, and awareness of evolving compliance rules. For further insights into governance obligations in other jurisdictions, explore our article Director Changes in Japan: Legal Compliance Made Simple.

Klea transforms entity management by offering centralised governance, automated compliance, and secure collaboration tools. For this reason, businesses seeking efficient global governance can take the following actions:

• Request a Demo – See how Klea simplifies AGM management and compliance.
• Start a Trial – Experience how automation saves time and ensures accuracy.
• Talk to Our Experts – Receive personalised guidance on managing AGMs across jurisdictions.

Company secretarial software solutions are essential for maintaining structured governance, reliable compliance, and transparent shareholder communication. With Klea, companies can ensure their governance remains efficient, consistent, and risk-free.

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