Spain prepares to put central UBO registry into operation

The announcement implements Royal Decree 609/2023 of 11 July, with effect for all Spanish legal entities and other entities or structures without legal personality. As well as Spanish entities, it also covers entities or structures without legal personality that have the seat of their effective management or their main activity in Spain; or are managed or administered by individuals or legal entities resident or established in Spain. Further, it applies to entities that intend to establish business relations, carry out occasional transactions or acquire land in Spain, even if they are not managed or administered from Spain or another EU Member State.

Some entities have already reported their ultimate beneficial owners (UBOs) to sector-specific registers. These registers have a nine-month window from the entry into force of the decree to supply this information to the new central registry and must afterwards make daily reports of any changes.

Commercial companies must notify the Commercial Registry of Spain of any change in their beneficial ownership within ten days of becoming aware of it. Businesses that fail to comply with their reporting obligations can be removed from the commercial register.

Entities that are not registered anywhere or that do not declare their UBOs through the registries where they are registered must declare their ultimate beneficial ownership directly to the central registry within two months from the decree's entry into force. Further declarations must be submitted in January of each year.

Data to be reported for each UBO are names, date of birth, identification documents and their countries of issue, countries of residence, nationality, email addresses and criteria qualifying them as the UBO. For trusts or similar arrangements, the identities of the settlors, trustees, protectors, beneficiaries and any other natural persons who ultimately exercises control of the trust must be reported. All this information will be made public for as long as the person remains a UBO and for a further ten years afterwards.

Members of the public wishing to access the register’s information will have to prove their identity and give evidence of their legitimate interest. They will be given only the name, surname, month and year of birth, country of residence and nationality of the UBOs and the nature of the beneficial ownership. Access will be restricted to current information and may be restricted if a UBO has requested privacy on grounds of being exposed to a disproportionate risk.

Sources

• Baker McKenzie
• Spanish government (text of decree, Spanish)
• Baker McKenzie (Spanish)