On September 19, 2023, the Royal Decree 609/2023, dated July 11, came into force, establishing the Central Register of Beneficial Ownership (UBO) and approving its Regulations.
This means that, from now on, Spain will have a unified central register across its entire territory. The management of the Central Register of UBO (RCTIR) is entrusted to the Directorate-General for Legal Security and Certification at the Ministry of Justice.
a) Which entities are required to report UBO data to the RCTIR?
Spanish legal entities, and
Entities or structures without legal personality (such as trust-type fiduciaries) with their effective management location or main activities in Spain or that are managed by individuals or legal entities residing or established in Spain or that are not managed from Spain or another EU state, nor registered by any other EU state, but intending to establish business relationships, carry out occasional transactions, or acquire real estate in Spain.
b) What UBO data must be published in the RCTIR?
a) Name
b) Surnames
c) Date of birth
d) Type and identification number of the document
e) Country of issuance of the identification document
f) Country of residence
g) Nationality
h) Qualification criteria for being a UBO.
i) In case of direct or indirect ownership of shares or voting rights, percentage of ownership, including, in the case of indirect ownership, information about any intermediary legal entities and their ownership in each of them.
j) A valid email address for electronic notification delivery purposes.
c) How will the data be reported to the RCTIR?
Information about Spanish legal entities will be transferred to the RCTIR through official registers, such as the UBO Register of the Association of Property, Commercial and Movable Property Registrars of Spain (RETIR), and the UBO Databases of the General Council of Notaries (BDTR) within a maximum period of nine months.
Regarding UBO data of fiduciaries like trusts and other legal instruments analogous to trusts, they will be published in Spain for the first time. The data will be communicated directly by the trustee, the manager of the trust, or, if necessary, the settlor, within a maximum period of one month from the obligation to identify the UBOs. Subsequently, the data must be updated within a maximum of ten days in the event of any changes.
It is important to note that the regulations do not foresee the elimination of RETIR or BDTR, which will continue to coexist with RCTIR for the time being.
Royal Decree 609/2023 explicitly stipulates that, when changes in the UBO of commercial companies occur, apart from submitting the documentation during the filing of financial statements, they must provide the corresponding Commercial Registry with a new declaration of UBO identification within a maximum period of ten days from the day after the change becomes known. This ensures that the data sent to the RCTIR remains up to date at all times.
d) Who will have access to RCTIR data?
Access to RCTIR will be granted to authorities, entities subject to the Law 10/2010 of April 28, for the fulfilment of their obligations regarding UBO identification, as well as individuals or organizations demonstrating a legitimate interest.
Currently, the electronic site of RCTIR is not fully operational. The procedures outlined in the regulations are being gradually implemented.
At Martí & Associats, we are monitoring the progress of this issue and will keep you updated on any developments.
