You are dealing with an operating company owned by a holding company, which in turn belongs to another private limited company with an address in Luxembourg. Who takes the decisions here, and who pockets the profit? That is the question of the UBO, the ultimate beneficial owner. For banks, accountants and notaries, finding the UBO of a Belgian company is a legal obligation. For every other business it is common sense before signing a large contract.
What is a UBO?
The UBO (ultimate beneficial owner) is the natural person who ultimately owns or controls a company. A company can never be a UBO itself: you climb through the holding companies until you reach a human being. The Belgian anti-money-laundering act uses three criteria, in order.
- Ownership: the person directly or indirectly holds more than 25% of the shares or of the voting rights. Indirectly means through one or more intermediate companies. Someone who owns 60% of a holding that in turn owns 50% of the operating company holds 30% indirectly and is therefore a UBO.
- Control by other means: the person can appoint or dismiss the majority of the directors, or exercises control through a shareholders' agreement, a veto right or a loan with special conditions, even without 25% of the shares.
- Senior management: if, after exhausting all possible means, the company finds nobody who meets the first two criteria, it registers its senior management (usually the CEO or managing director) as UBO. That is a fallback, not a choice.
A company can have several UBOs (three partners with a third of the shares each) or, with widely dispersed shareholdings, only a UBO from the third category.
The UBO register: the official source
Since 2019 all Belgian companies, non-profit associations, foundations and trusts must register their beneficial owners in the UBO register run by the Federal Public Service Finance (the Belgian tax administration), through the MyMinfin portal. The registration lists, per UBO, the name, date of birth, nationality, address, category (ownership, control or senior management) and the percentage held. Every change must be registered within a month and the data must be confirmed annually. Failing to do so risks an administrative fine that can run to several thousand euros.
Who has access? Since the Court of Justice of the EU struck down free public access at the end of 2022, there are three groups:
- Public authorities such as the FPS Finance, the CTIF-CFI (the Belgian financial intelligence unit) and the public prosecutor: full access.
- Obliged entities under the anti-money-laundering act: access in the context of their customer due diligence.
- Citizens and organisations with a legitimate interest, such as journalists or NGOs investigating money laundering: access on request and with justification.
Who has to verify the UBO?
The anti-money-laundering act of 18 September 2017 obliges a long list of professions to carry out customer due diligence (KYC, know your customer): banks and insurers, accountants, tax advisers and statutory auditors, notaries, lawyers and bailiffs, estate agents, diamond dealers, and any trader who accepts cash payments above the legal threshold. For them, finding the UBO is a mandatory step before the customer relationship starts, and again at every significant change.
If you are an ordinary B2B supplier, the law imposes nothing on you. Yet the UBO check is useful for you too, for three reasons.
- Credit risk: the person behind a holding with five operating companies, two of which went bankrupt, is a different risk than the healthy figures of company number six suggest.
- Sanctions and reputation: since the sanctions against Russia, every bank looks at who is behind your customer. If your company supplies a company with a sanctioned UBO, you have a problem, even though the UBO appears nowhere on the invoice.
- Negotiating position: knowing who decides saves you months of negotiating with someone without a mandate.
Finding the UBO via Jaarrekening.be: step by step
Belgium has no public shareholder register for BV/SRL and NV/SA companies. Jaarrekening.be therefore only shows ownership links where they appear in filed documents: the annual accounts every Belgian company files with the National Bank of Belgium, publications in the Belgian Official Gazette (Belgisch Staatsblad / Moniteur belge, the official journal where company deeds are published) and data from the Crossroads Bank for Enterprises (KBO/CBE, the Belgian company register). That is surprisingly often enough to reconstruct the chain. Here is how.
- Start with the operating company. Find the company you are dealing with through the search. The Summary tab shows the current directors and, where known, the shareholders or investors. Make sure the enterprise number matches the one on your contract (see how to check a Belgian VAT number).
- Open the Directors tab. Here you see who runs the company, with current and former mandates and their start and end dates, taken from the Official Gazette publications. In a small SME the manager is usually also the owner. Click the name of a director: the person page shows all of his or her mandates in other companies. If the person also runs the holding above, you have your first link.
- Look at the Corporate structure tab. This shows the graph of parent and subsidiary companies as it appears from the filed documents. At a glance you see which holding sits above the operating company and which sister companies exist.
- Check the Investments tab. Here you find the participations from the annual accounts: in which companies the business holds shares, and which shareholders are known. Look up the holding and open its Investments: if the operating company appears there with a percentage, the ownership link is confirmed.
- Read the deed of incorporation on the Publications tab. The deed of incorporation in the Belgian Official Gazette almost always names the founders and the original distribution of the shares. Later publications (capital increases, contributions, mergers) show who joined since. For a company that is five years old, that is often still the current owner.
- Repeat until you reach a natural person. Look up the holding, do the same four checks, and keep climbing until there is no company above. Calculate the indirect percentages along the way.
| Source | What you find | Limitation |
|---|---|---|
| UBO register (FPS Finance) | Registered UBOs with category and percentage | Only accessible to public authorities, obliged entities and anyone demonstrating a legitimate interest. Quality depends on what the company itself declares. |
| Directors tab | Who runs the company, since when, and all other mandates of that person | A director is not necessarily an owner |
| Corporate structure and Investments | Parent and subsidiary relationships, participations with percentage | Only what has been filed in annual accounts; micro companies give little detail |
| Publications (Belgian Official Gazette) | Founders, original share distribution, contributions, mergers | Ordinary share transfers are not published |
Where those annual accounts come from and how to get hold of them is explained in Belgian annual accounts: how to find them.
The danger of the nominee director
Some structures put a nominee (a front man) in as director: someone who signs formally, but has no economic interest and follows the instructions of the real owner. In Belgium this is less common than in classic offshore jurisdictions, but it exists, especially with companies that are set up quickly and disappear again. Watch out for these signals.
| Warning signal | What it may mean |
|---|---|
| The director owns nothing anywhere and appears in no deed of incorporation | Possibly a nominee who signs formally without any interest |
| Very young or very old director, or a family member without experience in the sector | A relative serving as a screen for someone with a director disqualification or a history of bankruptcies |
| Dozens of director mandates in unrelated companies, often incorporated shortly after one another | Professional nominee This is a red flag, especially combined with a series of bankruptcies. |
| Director replaced a few weeks after a bankruptcy or an Official Gazette publication about a previous company | The real management stayed the same, only the name on paper changed |
In short
Finding the UBO starts with the definition: more than 25%, control or, if nothing else works, the senior management. The UBO register is the official source, but not freely accessible and not always correctly completed. With the Directors, Corporate structure, Investments and Publications tabs you reconstruct the ownership chain yourself, from operating company through holding to natural person. Do that exercise for every large contract: you then know who you are negotiating with, what risk you are running and whether the person on paper is also the person in reality.