Beneficial Owners’ Register

 

Under the provisions of Law 4557/2018 (Prevention and suppression of money laundering) and in particular indent a’ of par. 11 of article 20 and further to the recent circular 67343/2019 as amended, all liable legal entities are obligated to maintain a specific Register of Beneficial Owners (RBO). This Register is linked to the Central Register of Beneficial Owners (CRBO) maintained by the General Secretariat for Information Systems (GSIS). 

 

In particular, legal entities based in Greece or engaged in a business activity which is taxed in Greece, are obligated to collect and retain in a specific register the required information regarding their actual beneficial owners (i.e. shareholders, partners, members). This register is further recorded in the CRBO via the relevant application on the Taxisnet platform.  The scope of the CRBO is the direct access to information about the beneficial owners, with the aim of preventing and combating money laundering and terrorist financing.

 

The required information shall be supplemented by all necessary elements for the identification of the beneficial owner, including at least: 

  • Full Name
  • The date of birth
  • Nationality
  • The country of residence
  • The nature and extent of the rights they hold (shares and voting rights)

The RBO shall be kept adequately documented and updated under the responsibility of the legal representative or a specially authorized person (the Data Provider) further to a decision of the competent corporate body and shall be registered in the CRBO via the Taxisnet platform.  Any amendments regarding the data of the beneficial owners are filed in the Central Register over sixty (60) days from the date of occurrence. The same applies upon establishment of a legal entity.

 

Listed companies in a regulated market or multilateral trading mechanism operating in Greece, are automatically registered in the CRBO under the linkage of the central securities depository with GSIS.

All competent authorities and the public shall have unlimited access to the Register of Beneficial Owners only as to the information relating to:

  • Full Name
  • Nationality
  • The nature and extent of the rights

It is emphasized that failure to comply with the above regulation entails the inability to receive a tax clearance certificate. In addition, a fine of € ten thousand (10,000) is imposed on the responsible legal persons while a time limit is set for their compliance. In case of non-compliance or relapse, the fine is doubled.

 

UBO Definition

The UBO is defined as 

  • Any natural person(s) who ultimately own or control a legal entity through direct or indirect ownership or control of a certain percentage of shares or through control via other means. 
  • Any natural person οn whose behalf a transaction or activity is carried out.
  • Ownership of more than 25% of shares or other rights by a natural person is an indication of direct control.
  • An ownership of 25% or more of a legal entity by another legal entity which is further controlled by a natural person(s) or of more legal entities is an indication of indirect control. 
  • In case despite all effort made no natural person can be identified as a UBO or there is doubt about the UBO identity, then the natural persons holding higher management positions are registered as the UBO. Record should be maintained in relation to actions taken for identifying the UBO.

 

 

Registration Deadlines

For the facilitation of the obliged parties the registration in the electronic register of Taxisnet will be carried out gradually from 16/09/2019 to 29/11/2019 depending on the legal form of each entity. The deadlines for the following types of legal entities, are:

 

S.A. – Societe Anonyme

14/10/2019-29/11/2019

LTD – limited partnership

14/10/2019-29/11/2019

I.K.E – Private company by shares

30/09/2019-01/11/2019

O.E. – General partnership

14/10/2019-29/11/2019

E.E. – Limited partnership

14/10/2019-29/11/2019

Branch of foreign entity

30/09/2019-01/11/2019

Shipping companies (L. 378/68, L. 27/75)

16/09/2019-14/10/2019

 

Registration Data

The Data Provider needs to register the following data:

  1. For legal entities

(a) for the representing legal person or legal entity: VAT number, name, distinctive title, GEMI number, type of legal person or legal entity, contact details (country, street, number, post code, city, regional unit, region, tel. landline, fax, email), Legal Entity Identifier, where appropriate.

 

(b) for the Data Provider: VAT ID, first name, surname, middle name, type of identification certificate, certificate number, date of birth, home address (country of residence, street, number, post code, city, regional unit, region, telephone landline, mobile, fax, email).

 

(c) for the Beneficial Owners:

(i) Key elements: VAT ID, first name, surname, middle name, type of certificate, certificate number, date of birth, nationality, home address (country of residence, street, number, post code, city, region, regional unit, telephone landline, mobile, fax, address Tax residency and tax ID.

(ii) Contact/Correspondence Address: Street, number, post code, city, regional unit, region, country.

(iii) Membership status: Board member, CEO, executive director, Commander, General Director, Director, other person mandated either directly by law or by private will or by judicial decision in the administration, management or representation of the company, partner, shareholder, other status.

(iv) Type and extent of rights: Type of member, type of title, percentage of ownership, percentage of voting rights, ability to control in another way (non-corporate agreement for appointing Board members or joint decision-making in the General Assembly), any property politically exposed person/ close relative or close associate as per the definitions 9, 10, 11 of Article 3 of law 4557/2018.

(d) In the case of ownership by another company, it shall register:

(i) Key elements: Name, distinctive title, VAT number, GEMI number, type of CP, location identification data (country, street, number, post code, city, regional unit, region, fax phone, email address, official website of legal person if available), tax residency and tax ID.

(ii) Type and extent of rights: Type of member, type of title, percentage of ownership, percentage of voting rights, ability to control otherwise.

 

  1. For Trusts and other types of legal entities similar to Trusts:

The details of the Data Provider as indicated above under 1(b). Also, the basic details under (c) ii of the above paragraph 1. of the following persons:

(a) the founder;

(b) the trustee or trustees; 

(c) The Protector (if any);

(d) Beneficiaries or category of beneficiaries;

(e) Any other individual is exercising effective control over the Trust.

 

Next Steps

In order to comply with the above, legal entities need to:

  • Identify the person that will be appointed as the Data Provider 
  • Collect the information that needs to be registered and maintained with the RBO in their premises  
  • Arrange for the upload of the required information to the CRBO
  • Put in place a process for the monitoring and updating the RBO and the CRBO. 

 

It is noted that the above information is updated and confirmed by the data provider who is liable for the accuracy and completeness of such data. 

Taking into consideration the legal nature of the relevant regulations and requested data, it is deemed necessary that the legal entities should also consult their legal advisors.

 

 

 

 

This newsletter is of general informative nature and should not be used as a basis for any decision making. For any further information and additional details please contact our office.

 

 

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