Notaries: verifying beneficial owners before an authentic act

In brief

Notaries are subject to the 18 September 2017 anti-money-laundering law (Article 5, 1°, point 28°). For every act involving a legal entity, they must verify the identity of beneficial owners, cross-check against sanctions and PEP lists, and preserve traceability. The FSMA and the National Chamber of Notaries have stepped up enforcement since 2024. Here is the practical checklist for 6 typical acts.

Why the notary is a critical checkpoint

Notaries execute acts that transfer or create wealth: that is precisely where fraudsters try to enter the system. Three typical schemes only a notary can block before they become legally enforceable:

Shell company incorporation with opaque UBOs for future fraudulent use

Real estate purchase in the name of a company whose actual UBOs are not the declared ones

Share transfer that discreetly changes UBOs without updating the UBO register

The notary is the final safeguard before these operations become legally enforceable.

General UBO checklist before any act

For every act involving a legal entity:

If any of the 8 points fails, the act must not be executed as is — request additional documents, refuse, or file a suspicion report with the CFI.

Act 1 — Company incorporation

Specifics:

• UBO is determined by initial capital and shareholders' agreement

• For a BV/SRL 99% owned by an NV/SA parent, the UBO is to be sought above the parent (cascade)

• The notary verifies that the UBO will be declared in the UBO register within one month of incorporation (legal obligation)

Watch out for:

• Very low capital (€1) + very broad corporate purpose = clue of a shell being set up

• Contribution in kind not appraised by an auditor when the law requires it

• Non-Belgian directors with no economic presence in Belgium

Act 2 — Share transfer

Specifics:

• Change of ownership modifies UBOs → mandatory UBO register update within one month

• The notary must verify the identity of the transferee as if they were a new client (full KYC)

• If the transferee is a company, trace up to the natural persons

Watch out for:

• Atypically low transfer price relative to the value of the annual accounts — clue of an undeclared parallel payment

• Foreign transferee via screen company in a low-transparency jurisdiction

• Multiple rapid operations with the same transferor (the transferor cleaning their portfolio)

Act 3 — Capital increase

Specifics:

• A cash capital increase must be checked on source of funds

• A contribution-in-kind increase requires an auditor's report (Article 5:7 CSA)

• A majority change after the increase modifies the UBO → mandatory re-declaration

Watch out for:

• Cash contribution of a large round amount from a recently created foreign company

• Increase immediately followed by a dividend to the new majority holder (fund extraction)

• Strongly dilutive increase that changes the UBO without the client seeming aware

Act 4 — Real estate acquisition by a company

The most common Belgian money-laundering scheme. Maximum vigilance:

• Verify the buying company has a real economic activity consistent with the acquisition (signals of dormant company)

• Source of funds: bank statements over 6+ months minimum, clear link with documented activity

• Verify price / market consistency (abnormally high price suggests a setup)

• Enhanced UBO check: a real estate buyer via a company falls under enhanced due diligence

Act 5 — Merger or demerger

Specifics:

• A merger consolidates two UBO sets into one — check each before merger

• A demerger creates separate UBOs that must be declared within one month

• Special case: partial demerger of personal wealth via an interposed company is a forward transmission scheme sometimes used to avoid inheritance tax — check tax compliance

Watch out for:

• Merger with an old dormant company (seniority acquisition for a resurrected company)

• Notably unbalanced exchange ratio with no economic justification

• Companies with completely inconsistent activities being merged

Act 6 — Dissolution / liquidation

Specifics:

• In case of liquidation surplus, check consistency with the annual accounts

• If the company was dormant for a long time, ensure there is no hidden wealth

• The liquidator must be an identified, capable natural person

Watch out for:

• Dissolution immediately after a major real estate sale (proceeds not recycled into the company, indicator of extraction)

• Dissolution with a liquidation result very far from book equity

• Liquidator who is also liquidator of several other companies in a short period (nominee)

Documentation and traceability

For each act, the notary keeps in the file:

• A copy of the UBO consultation dated the day of the act

• A copy of PEP and sanctions screenings dated and with screenshots

• The bank statements proving source of funds (for wealth acts)

• The up-to-date articles and share register consulted

• The computed AML score and verdict

• Any CFI suspicion reports

This traceability is what protects the notary in case of FSMA review or subsequent judicial procedure. An "empty" AML file is a major disciplinary risk.

Practical automation

Many notarial offices now automate these checks:

• Enter the company's BCE number → the API returns identity + directors + UBO + financial scoring + AML score

• Automatic comparison of declared UBO vs ownership cascade

• Instant PEP/sanctions screening

• Generation of the PDF due diligence file ready to archive

The Company Belgium API exposes these functions in a single endpoint. For notaries already using eNotariat or sector-specific solutions, integration is done via REST with API key authentication. See also our article on AML risk assessment for the methodology applicable to regulated professions.