On 26 August 2019, the FPS Finance made a new amendment to the existing FAQ on the Belgian UBO legislation. From now onwards the FAQ now includes an exception for 100% (in)direct subsidiaries of listed companies. These subsidiaries are exempt from the obligation to register their final beneficiaries (the so-called UBOs).

However, there are 3 conditions to be met. First, the shares of the parent company must be listed on a regulated market, which is subject to disclosure requirements consistent with EU law or equivalent international standards. These are the regulated markets mentioned in the implementing decisions of the European Commission. Non-EU countries with equivalent markets are Australia, Hong Kong, the United States of America and Switzerland.

The second condition is that the listed parent company must guarantee adequate transparency of the ownership information. The third and final condition stipulates that the subsidiary must be owned by the listed company for 100% (indirectly or directly).

If the above three conditions are not cumulatively met, the subsidiary will be required to register his UBO’s. For example, if not all shares of the parent company are listed, the question is whether the adequate transparency is guaranteed in this case.

Following remark must be taken into account . The specific exception for 100% subsidiaries of listed companies is only included in the FAQ. The exception therefore has no legal basis since it is not included in the Belgian UBO legislation, nor in the European directive. It cannot be excluded that this specific point of view can be changed.

Given the fact that the targeted subsidiaries, in the majority of cases, would have to register senior management (UBO category III), the administrative burden of an UBO registration is rather remote. We therefore always advise to execute the UBO registration in line with the applicable Belgian UBO legislation and European directive and to register the senior management of the subsidiary.

Should you have any questions on this topic, do not hesitate to contact us.