Royal Decree 609/2023, of July 11, creating the Central Registry of Real Estate Titles and approving its Regulations
The Royal Decree 609/2023 created a new Ultimate Beneficial Owner (UBO) Registry. This registry will be fed with information provided by the Spanish public registries and aims to centralize the UBOs’ information, as well as enhance transparency and prevent money laundering and terrorist financing.
While the Royal Decree introduces the UBO Registry and establishes a deadline for the public registries to provide it with all the UBOs’ records, the obligations pertaining to disclosing UBO information for Spanish companies have already been in existence before the Royal Decree and did not incur substantial changes with it. Spanish companies must disclose their UBO information at several points from the incorporation of an entity and during their existence:
Incorporation public deed: When a company is incorporated, a public deed must be granted, and in this deed, the UBO information shall be disclosed. This has been a pre-existing requirement to ensure transparency from the inception of the company.
Real Ownership form ("Hoja de titularidad real"): Additionally, Spanish companies are obliged to enclose the Real Ownership form along with their annual accounts when filing them with the commercial registry. This form contains detailed information about the UBOs of the company.
When a company notarizes corporate resolution or corporate operations, it must disclose the identity of its UBOs within the relevant notarial deed or the notary shall make reference to the notarial deed in which the current UBOs information was disclosed.
Key changes and requirements
As stated above, the obligation to provide information on the company’s UBOs during its existence was already in force before the issuance of the Royal Decree. Nevertheless, and despite the entities’ obligations to disclose its UBO in its incorporation public deed and when notarizing corporate resolutions, below is a summary of the obligations set by the Royal Decree:
For public registries:
To send to the UBO Registry all the records they keep regarding the UBOs information. Deadline: April 12, 2024.
For entities:
(Obligation in force before the Royal Decree) To enclose the Real Ownership form along with their annual accounts when filing them with the commercial registry. This form shall state the UBO’s details such as: full name, nationality, country of residence, date of birth, ID number and % of direct or indirect participation in the entity. When the participation in the Spanish entity is indirect, the form shall state the details of the company/ies through which the participation is held: corporate name, corporate address, nationality and Tax ID number. Deadline: Within one month after the approval of the annual accounts
(Obligation in force before the Royal Decree) To file the Real Ownership form with the commercial registry when there are changes in the UBO’ structure. Deadline: Ten days as from the day after the change becomes known to company’s managing body.
Note that failure to comply with the obligation to identify and inform the UBO Registry, either due to lack of identification in the Real Ownership form or due to lack of record of the Real Ownership form due to omission in the filing of the annual accounts in the case of entities legally obliged to do so, will result in the closure of the company’s mercantile sheet as provided for in article 378 of the Regulations of the Commercial Registry.
However, in practice, it is not possible to file a company’s annual accounts with the commercial registry without the full completion of the Real Ownership form. Additionally, the sanction of closure a company’s mercantile sheet due to failure in filing its annual accounts already existed before the Royal Decree.
How can we help?
The Computershare Governance Services team can support companies with fulfilling these UBO requirements as part of our annual compliance services, as well as support with the incorporation process of new entities. This new requirement reiterates the important need for good statutory compliance and our team would be glad to discuss how we can work with you to help meet all requirements.
Computershare’s Global Entity Management System (GEMS) also provides a system to efficiently manage your company ownership information and offers tools to help facilitate easy organization, viewing and reporting of relevant data for your UBOs as part of your overall entity management framework.
Contact
Please contact your dedicated Computershare Relationship Manager or send an email to globalentityservices@computershare.com for more information about how Computershare may assist you in responding to these new requirements.
This notice is provided by Computershare for general informational purposes only and is not intended and should not be construed as legal, regulatory, financial or tax advice. Computershare is not licensed or authorized to practice law in any jurisdictions and hence does not provide any legal advice and it does not hold itself out as doing so. Neither Computershare nor any of its affiliates or contributors accept any responsibility or liability for the quality, accuracy or completeness of any information contained in this notice. It is important that you seek independent professional advice relating to the subject matter of this notice before relying on it.