Company domiciliation and anti-money laundering: the new obligations on domiciliation providers since 2024

In brief

Since the Royal Decree of 22 April 2024, Belgian domiciliation providers are subject to reinforced AML obligations: mandatory registration with SPF Economie, written domiciliation contract, high-level KYC with full UBO cascade, maintenance of a service register and appointment of an AMLCO. Non-compliance exposes providers to fines ranging from €1,000 to €1,000,000 and removal from the register. These obligations fall within the framework of the Act of 18 September 2017.

Why domiciliation has become a heavily supervised sector

For years, company domiciliation — providing a registered-office address to a company without its own premises — was a discrete technical service. But the Belgian legislator, pushed by the 5th and 6th EU AML Directives, has made it one of the highest-risk sectors for money laundering.

The reason is plain: a domiciliation address is an ideal vector for shell companies. SPF Economie, after several investigations revealing dozens of fictitious companies sharing the same address with no real activity, strengthened its enforcement arsenal in 2024. These reinforced obligations articulate with the Act of 18 September 2017 and the principles of AML risk assessment specific to regulated professions. Several public sanctions have been issued against domiciliation providers, sometimes explicitly citing earlier anonymous sanctions against the same entity.

The reinforced legal framework: what changed

Since the Royal Decree of 22 April 2024 and the implementing circular of SPF Economie, company service providers (terminology of the Act of 18 September 2017, which includes domiciliation) must:

1. Be registered with SPF Economie

A public register of company service providers is maintained by SPF Economie. Any domiciliation activity without registration is now forbidden. Application via the SPF portal; required documents: articles of association, manager's identity, AMLCO appointment, signed risk assessment.

Registration is renewed every 3 years, conditional on passing an AML audit.

2. Conclude a written domiciliation contract

No more verbal agreement or email exchange. The domiciliation contract must be written, signed and kept, and contain at minimum:

• Full identification of the domiciliated company (company, BCE/KBO number, directors, known UBOs)

• Exact subject of services (registered office only? mail handling? secretariat?)

• Domiciliation address and access conditions

• Term and renewal conditions

• Transparent pricing

• Mandatory clauses: right of access to the premises by authorities, obligation of the domiciliated company to provide up-to-date KYC, immediate termination for non-compliance

SPF Economie can require the contracts during an inspection. Absence or insufficiency of the contract → immediate administrative sanction.

3. Enhanced KYC for each domiciliated company

Since domiciliation systematically falls into the "high risk" category of Article 19 of the Act, enhanced measures apply:

• Full identification of the domiciliated company + UBO cascade (3 levels) down to the natural person

• Senior management approval (and not merely a back-office operator) before onboarding

• Source-of-funds verification and check of the actual economic activity envisaged

• Annual review minimum of the KYC file, with update

• UBO register consultation and flagging of any divergence

4. Maintain a service register

The provider must maintain an internal register listing, for each domiciliated company:

• Start and end dates

• Directors at each period (any changes)

• UBOs at each period

• Declared economic activity

• Incidents: returned mail, payment default, third-party signal, AML suspicion

This register is provided to SPF Economie on simple request, without requisition procedure.

5. Appoint an AMLCO

Like all regulated entities, the domiciliation provider must have an Anti-Money Laundering Compliance Officer, formally appointed, annually trained, with direct access to management. For small structures, the AMLCO can be the manager themselves. For large structures, it is a dedicated role.

Domiciliation-specific red flags

Beyond general AML indicators, certain signals must systematically trigger enhanced review or even refusal:

• Recently incorporated company (< 12 months) with a non-resident UBO from a high-risk jurisdiction or preferential-tax jurisdiction

• Vague economic activity or inconsistent with the directors' profile (a student appointed manager of an international trading company)

• UBO appearing in the Belgian register but having changed several times in the past 18 months without commercial justification

• Domiciliation request for multiple companies sharing UBOs or directors

• Refusal by the domiciliated company to provide annual accounts or activity evidence

• Official mail regularly returned (sign of no real activity or bad faith)

• Companies with overly broad or generic corporate purpose ("wholesale and import-export")

Several of these signals combined → obligation to consider a CTIF report and, where applicable, termination of the contract.

Sanctions: what non-compliance costs

Since 2024, SPF Economie regularly publishes sanctions against non-compliant domiciliation providers. Observed amounts:

• Administrative fine of €1,000 to €1,000,000 depending on severity

• Temporary suspension of register entry (3 to 12 months) — ban on practising

• Permanent strike-off from the register in the most serious cases (recurrence, complicity)

• Criminal sanction (Article 137 of the Act of 18/09/2017): up to 5 years' imprisonment for directors

Particularly instructive: several published named sanctions expressly cite earlier anonymous sanctions against the same entities. The publication mechanism, combined with cross-references, has a cumulative reputational effect: a provider first sanctioned anonymously will see the second sanction name them, referencing the first — which de facto re-publishes the previous one.

Building a compliant framework: the operational checklist

Before onboarding

BCE/KBO check of the domiciliated company (existence, status, directors, corporate purpose)

UBO register consultation and full cascade down to natural persons

Collect documents: articles of association, annual accounts (if available), activity evidence (invoices, client contracts), directors' CVs

Risk assessment documented in writing, signed by the AMLCO

Senior management approval for standard- or high-risk files

Signature of the written domiciliation contract

During the relationship

Mail reception and sorting with strict policy: any official mail uncollected for 15 days triggers follow-up

Annual review: KYC update, UBO check, verification of filed annual accounts

Incident monitoring: third-party visits, bailiff requests, authority requests → log in the register

Continuous training of all staff handling the files

Exit of the relationship

If suspicion → CTIF report without informing the domiciliated company (tipping-off prohibition)

Termination per the contract, with framed notice

Retention of documents for 10 years after end of relationship

Notify BCE of the address change when the domiciliated company leaves

How Company Belgium equips domiciliation providers

Company Belgium's company service provider module is designed for the 2024 framework:

• Service register compliant with SPF Economie requirements: entry, exit, directors, UBOs, incidents per domiciliated company

• Domiciliation contracts: up-to-date legal templates, electronic signature, 10-year timestamped archiving

• Mail monitoring: logging of received mail, alerts when uncollected for 15 days, traceability of forwards

• Automatic BCE monitoring of each domiciliated company: change of director, change of corporate purpose, annual accounts filing

• UBO alerts: notification as soon as the cascade changes in the register

• Integrated goAML module to quickly generate CTIF reports

• AMLCO dashboard for daily steering and preparation of SPF Economie inspections

A specialised platform that reduces regulatory risk to the strictly unavoidable, in a sector where the slightest negligence is expensive.

Bottom line

The domiciliation profession has changed: from a discrete technical service it has become a regulated profession under heavy supervision, with mandatory registration, enhanced KYC, written contract, service register, AMLCO and CTIF reporting. Sanctions are real, published, and cumulative due to cross-referencing between anonymous and named fines.

The gap between a compliant provider and a non-compliant one is now measured in written processes and integrated tools. For structures that take the work seriously, it is also an opportunity: the entry barrier rises, demanding clientele (law firms, accountants, international companies) now seek faultless providers. Better to be on the right side of the line.