Ultimate Beneficial Owners (UBO): declaration obligations in the Belgian register and sanctions for non-compliance

In brief

The Belgian UBO register has been mandatory since 2018 for all companies, non-profits, foundations and trusts: every beneficial owner (natural person holding more than 25 % or exercising control) must be declared via MyMinFin, with an annual confirmation even if nothing has changed. Administrative fines reach €50,000 and the sanction is published; the forgotten annual confirmation has been the top reason for fines since 2023.

The UBO register in two sentences

Since 31 October 2018, every company, non-profit (ASBL/vzw), foundation or trust structure registered in Belgium has been obliged to declare its ultimate beneficial owners (UBOs) to the national register maintained by the SPF Finances. The transposition of the EU's 4th AML Directive has made this transparency on the "true owners" a pillar of the anti-money-laundering fight.

Non-compliance is not trivial: administrative fines up to €50,000, and criminal penalties for knowingly incomplete or fraudulent declarations.

What is an ultimate beneficial owner?

A UBO is always a natural person — never a company. It is the individual who, ultimately, owns or controls the declaring structure. Three cases depending on the entity type.

For a company

UBOs are:

The natural persons who own, directly or indirectly, more than 25 % of voting rights, capital or shares

Failing that, the natural persons who exercise control by other means (shareholders' agreements, right to appoint directors, etc.)

If no UBO can be identified under the first two criteria, the senior officers (CEO, managing director, manager) are designated as "default" UBOs

For a non-profit or foundation

UBOs are: the directors, the persons authorised to represent the entity, the persons in charge of day-to-day management, the founders, and any natural person on whose behalf the entity acts mainly.

For a trust or fiduciary structure

UBOs are: the settlor, the trustee, the protector, the beneficiaries (or the class of beneficiaries if individuals are not yet identified), and any other person exercising effective control.

What must be declared for each UBO

For each identified beneficial owner, the declaration must contain:

• First name(s) and surname

• Date of birth

• Nationality(ies)

• Country of residence

• Full address

• National register number (for Belgian residents) or equivalent ID document

• Date the person became a UBO

• UBO category (category 1, 2 or 3 above)

• Extent of interest held (percentage; for indirect holdings: full structure of the chain)

• For indirect UBOs: the intermediary companies in the control chain

The extent is crucial. For an indirect UBO holding 60 % of a parent company that itself holds 80 % of the declaring company, effective interest is 48 % — every link of the chain must be reported.

When to declare? Deadlines

• At incorporation of the company, non-profit, foundation or trust: initial declaration within one month of registration with the BCE

• At every change (new UBO, exit of a UBO, change in percentage, address change): update within one month

• Mandatory annual confirmation: even if nothing has changed, the company must confirm each year in the register that the information is still accurate (deadline: 12 months from the last confirmation)

Many companies forget the annual confirmation. Yet, since 2023, it has become the number one reason for fines issued by the SPF Finances. Our guide to the Belgian UBO register details best practices to never miss this deadline.

How to declare? The procedure

The declaration is made exclusively online via the SPF Finances MyMinFin portal:

The legal representative (manager, managing director) or an authorised agent logs in with their electronic ID card (eID) or via itsme®

Selection of the declaring entity (search by BCE/KBO number)

Addition of UBOs one by one, with supporting documents (articles of association, share register, shareholders' agreement, group org chart)

Final validation by the legal representative

Uploaded documents are kept by the SPF Finances and accessible to supervisors.

Who can consult the register?

Access to the UBO register has undergone a significant reform following the CJEU judgment of 22 November 2022 (cases C-37/20 and C-601/20), which annulled the general public's free access on privacy grounds.

Since 2023, access is tiered:

• Public authorities (NBB, FSMA, SPF Economie, CTIF, police, prosecutor, judges): full access, free, no justification needed

• Regulated professions under the Act of 18/09/2017 (banks, lawyers, notaries, accountants, real-estate agents, etc.): access in the context of their KYC obligations

• Any person demonstrating a legitimate interest (investigative journalists, anti-corruption NGOs, researchers): access on motivated request

• General public: no free access

Professional access fees are modest (a few euros per consultation for non-regulated parties).

Sanctions: what non-compliance costs

Article 132/1 of the Code of Companies and Associations, combined with the Act of 18 September 2017, provides:

Administrative sanctions (SPF Finances)

• Fine from €250 to €50,000 for absent, late, incomplete or inaccurate declaration

• In practice, fines for failure to confirm annually are calibrated between €500 and €5,000 depending on entity size, sometimes doubled in case of recurrence

• The sanction is published on the SPF Finances website, naming the company

Criminal sanctions

Article 137 of the Act of 18 September 2017 provides:

• Fine from €50 to €5,000 for directors who deliberately omit to declare or knowingly transmit inaccurate information

• Imprisonment of 6 months to 5 years in the most serious cases (forgery of public records, organised concealment)

Indirect consequences

• Bank account opening refusal or relationship termination by banks (which access the register through their KYC obligations)

• Blocking of the business relationship with a regulated party (a law firm, accountant or domiciliation provider noticing a divergence between the register and reality must refuse or interrupt the service)

• Listing in risk databases used by compliance officers across the EU

Common mistakes to avoid

Forgetting the annual confirmation — pitfall number one, because the initial declaration is done correctly but maintenance is missed

Declaring a company as UBO — a UBO is always a natural person. The chain of holdings must go in the "indirect control" field, not as the beneficiary

Failing to update after a share transfer — any change in shareholding crossing the 25 % threshold must trigger an update

Filling in "control by other means" as a last resort without justification — an undocumented shareholders' agreement creating de facto control must be referenced

Confusing statutory directors with category 3 UBOs — directors are UBO only if no other category applies

How Company Belgium streamlines UBO tracking

With Company Belgium, UBO transparency becomes automatic. See also our AML/KYC compliance guide for domiciliation centers for an integrated approach:

• Programmatic UBO register consultation from your client files

• Full UBO cascade retrieved and structured: direct/indirect control levels, intermediary companies, effective percentages

• Automatic comparison between UBOs declared in the register and those provided by the client → divergences flagged and tracked

• Change alerts: notification as soon as a UBO is updated in the Belgian register

• Annual confirmation tracking: dashboard of companies under your responsibility, deadlines, automatic reminders

• BCE/UBO cross-checking: verification that the shareholding chain is consistent with the declared directors and structure

No more forgotten annual confirmations, no more undetected divergence between declaration and register.

Bottom line

The UBO register is not just one administrative formality among others: it is the central transparency tool of the Belgian anti-money-laundering framework. The initial declaration is simple; the annual confirmation and update on every change are the obligations to integrate into the corporate governance routine. The cost of a fine — even the lowest — far exceeds the time needed for a correct update.