Pursuant to Law 4557/2018, implementing Directive (EU) 2015/849 on the prevention of the use of the financial system for the purpose of money laundering of terrorist financing, all Greek legal entities have to disclose details of their ultimate beneficial owners to the Central UBO Registry, which is established in the General Secretary of Information Systems of the Ministry of Finance.
The ultimate beneficial owner (“UBO”) is defined as
i. any natural person(s) who ultimately owns or controls a client, namely a legal entity or a legal arrangement, through direct or indirect ownership or control of a sufficient percentage of shares or through control via other means, and
ii. any natural person(s) on whose behalf a transaction or activity is conducted.
Of course, according to Guideline 1204/2018, this does not mean that legal persons owned by other legal entities are exempted from the obligation to declare their UBO.
A direct or indirect shareholding or ownership interest exceeding 25% in a non-listed company by a natural person constitutes evidence that the natural person(s) under question controls the respective company. Indirect control may exist when a natural person holds the above shareholding or ownership interest through one or more legal entities that such person controls. Control may also exist through other means such as through a shareholders’ agreement, the exercise of dominant influence or the power to appoint senior management (in line with the criteria of control in the Greek Accounting Standards (Article 32 para. 2 – 5 of L. 4308/2014).
In case no natural person can be identified as UBO, after having exhausted all means of proof of the UBO, or if there are doubts about the UBO identified, the natural person(s) who holds the position of highest management executive of the legal entity is deemed as the UBO. Kindly note that the legal person in question must perform due diligence in the search of the UBO and must thoroughly examine, review and verify the UBO’s Identity.
Companies listed on a regulated market, which are subject to disclosure requirements under EU law or equivalent international standards which ensure sufficient transparency of ownership information are exempt from UBO requirements.
On the other hand, as stipulated by the Ministerial Decision 673/2019, companies that constitute branches of another mother company listed in a regulated market list as their UBO the listed parent company.
According to the Guide issued by the Greek Ministry of Digital Governance, simply declaring the legal entity in control of the legal person in Greece does not suffice. Since the purpose behind the drafting of said law is to combat money laundering of money acquired through illegal activities, the search of the Ultimate Beneficial Owner is crucial.
According to Law 4557/2018, all corporate and legal entities with registered offices in Greece are required to obtain and hold adequate, accurate and current information on their UBO, namely:
- Their name and surname;
- Their date of birth;
- Their nationality;
- Their country of residence; and
- The nature and extent of beneficial interest held therein.
On the other hand, according to Ministerial Decision 673/2019, in exceptional cases where a legal entity is accepted as the UBO, the information required is as follows:
a) The full name of the company and the distinctive title;
b) The TIN;
c) The General Commercial Registry number;
d) The type of legal person;
e) Information regarding its official establishment;
f) The tax residence;
g) The Tax ID;
h) The nature and extent of beneficial interest held therein.
Not all information is meant to be publicly available, but only certain crucial pieces of information will be accessed by other natural persons.
According to Ministerial Decision 67343 (Government Gazette B’ 2443/20.06.2019), which regulates the procedure of registration that the liable entities will need to follow for the registration of their beneficial owners with the Central Ultimate Beneficial Owners Register (CUBOR).
Even though originally all liable entities were divided into three major groups, each of which was given a specific deadline for registration of their beneficial owners, so that the registration will be concluded gradually, the 31.12.2020 was set as the final date of registration of UBO.
Compliance is obligatory and after the lapse of 60 days following the registration deadline both the competent Tax Authorities and the Anti-Money Laundering Authority will be notified through CUBOR’s electronic application (platform). Hence, any amendment of the beneficial owner’s data, following the initial registration, must be recorded within 60 days from the day the data was amended.
Additionally, a fine of €10.000,00 is imposed. If the fine is not paid within the set period for compliance or in case of repeated non-compliance, this fine is doubled.
Access to CUBOR is provided via an electronic application of the GSIS website (General Secretariat of Information System – also known as Taxisnet, the platform through which every tax payer, individual or legal entity, submit tax declarations, declare real estate transactions and leases and in general comply with their obligations to the Public Revenue authorities).
The registration process can be concluded either by the legal representative of the company or by a specially authorised person according to a specific authorisation procedure concluded electronically, as well as following a relevant resolution by the responsible governing body.
The obliged entities will also pay an annual electronic administrative fee of €100,00 for access to CUBOR. Natural persons can apply for information declaring their interest for such a request and legal entities will be notified for searches, except from searches made by supervisory authorities or other obliged entities.
With the deadline for the registration of the UBO approaching, Amoiridis Law Services® would like to remind our respectful clients of their obligation to register their Ultimate Beneficial Owner by the end of the year. Our experience, built through the years, allows us to offer you a full package of services, comprising of everything from company law to tax compliance. In cooperation with our network of external associates, involving both in-house and external solicitors, notaries, accountants, tax experts etc., we can provide you with an all-in-one package of services concerning all aspects of the registration procedure.
For any further information and clarifications please do not hesitate to contact our qualified legal team, ready to provide you with further personalised information tailored to your needs and your profile.
Athens, December 2020
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