REGISTRATION THE ULTIMATE BENEFICIARY OWNER (UBO) DATA IN THE COMMERCIAL REGISTRY
This information notice aims to inform about registration of the UBO data in the Commercial registry, its significance and sanctions related to the failure to fulfill this obligation. The aim of this notice is also to draw attention to the deadline for registration of the UBO data in the Commercial registry by legal entities.
OBLIGATION OF LEGAL PERSON TO REGISTER THE UBO IN THE COMMERCIAL REGISTRY
Legal entities covered by the obligation of registration the UBO data in the Commercial registry have time to fulfil this obligation by 31 December 2019.
With effect from 1 November 2018, Act no. 52/2018 amending Act no. 297/2008 Coll. on protection against money laundering and on protection against financing of terrorism as amended (only as “Anti-money laundering act”), a mechanism for the UBO evidence was introduced, i.e. through mandatory registration in the Commercial registry.
WHO IS THE UBO?
According to the section 6a of Anti-money laundering act, a UBO is a person who (i) effectively operates or (ii) controls the legal person, especially natural person having:
- direct or indirect participation or at least 25% voting rights in legal person or in its registered capital including bearer shares;
- right to appoint or recall statutory body, managing authority, supervisory authority or inspection body in legal person or any member;
- controls legal person in other way;
- have a right to economic profit in the amount of at least 25% from legal person´s business or other activity.
In case the UBO cannot be determined on basis of the above-mentioned criteria, a member of the top management is considered to be the UBO.
WHEN IS THE LEGAL DEADLINE FOR REGISTRATION OF THE UBO DATA IN THE COMMERCIAL REGISTRY?
Legal entities registered in the Commercial registry before 31 October 2018 are obliged to file the motion for registration of the UBO data by 31. December 2019 at the latest. Newly created companies registered in the Commercial registry after 1 November 2018 are obliged to submit UBO data to the Commercial registry along with incorporation of the company.
WHO DOES THIS OBLIGATION APPLY TO?
Obligation to register the UBO data in the Commercial registry is applicable to all legal entities with following exceptions: (i) legal entities that are subject of public administration; (ii) legal entities that issued securities admitted to trading on a regulated market; and (iii) legal entities registered in the Registry of Public Sector Partners.
A legal entity registered in the Registry of Public Sector Partners is not obliged to register the UBO data in the Commercial registry. However, this mechanism does not work in reverse, i.e. when a legal entity already registered the UBO data in the Commercial registry, the latter is still obliged to register its UBO in the Registry of Public Sector Partners (if conditions are met).
PROCEDURE OF THE UBO DATA REGISTRATION IN THE COMMRECIAL REGISTRY
The UBO data registration in the Commercial registry is performed by document called Motion to registration of changes in the UBO data (annex no. 31 to regulation no. 25/2004). This document is also available on website of Ministry of Justice of the Slovak republic.
Filing the motion for UBO data registration in the Commercial registry is not subject to a fee.
Following data shall be registered:
- name and surname
- personal ID number or date of birth
- type and number of ID card
- data establishing function of the UBO.
Information about the UBO is not publicly available in the Commercial registry website.
The UBO data registration procedure is less time consuming than “ordinary” registration in the Commercial registry. The Commercial registry presumes that registered data are correct and accurate, therefore data submitted in the motion are not verified by the Commercial Registry.
SANCTIONS FOR NON-COMPLIENCE
A fine up to EUR 3,310 may be imposed by the Commercial Registry in case of failure to register the UBO.
* * *