March 2019 – The transposition of the 4th AML Directive (EU Directive 2015/849) to Slovak legislation obliges Slovak companies and other legal persons, including non-profit organisations, to disclose their ultimate beneficial owners ("UBOs").
Have you already disclosed your UBOs? If not, please be aware
that the deadline to disclose UBOs for companies and other legal
persons registered prior 1 November 2018 is 31 December
Below we provide a brief overview of the relevant obligations.
Who is a UBO?
Under the applicable Slovak legislation, a UBO is a natural person who ultimately owns or controls, directly or indirectly, a company or other legal entity, or is a natural person on whose behalf a company or legal entity carries out its business activities. In most cases, a UBO will be natural person who:
- holds (directly or indirectly) at least 25% of the voting rights or a 25% share in the registered capital of the legal entity;
- has the right to appoint or recall a statutory body, executive body, supervisory body or other controlling body of the legal entity or any of its members;
- controls in practice a legal entity other than as described above;
- has at least a 25% share of the benefits from the legal entity's business (dividends and similar payments).
If there are no persons who meet the above criteria, members of senior management of the company are considered to be UBOs (i.e. executive directors, proxies and managing employees directly reporting to the executive directors).
How to disclose UBOs?
Companies must register their UBOs by filing the prescribed form with their local Commercial Register. Such information will be subsequently entered into the Register of UBOs (the "Central Register"), which is administered at the national level by the Slovak Statistical Authority.
The registration of UBOs is free of any court fees.
What data is registered?
The following information concerning UBOs must be registered:
- name and surname;
- birth number (if not assigned, the date of birth);
- address of permanent residence (or address of another residence);
- type and number of identity document;
- reasoning why the person is deemed to be a UBO.
Is each company required to register its UBOs?
No. The obligation to register UBOs with the Commercial Register does not apply to:
- companies that have issued securities admitted for trading on a regulated market that is subject to disclosure requirements consistent with EU law or subject to equivalent international law requirements; or
- companies registered with Slovak Register of Public Sector Partners (for more information please see this article).
Is information about registered UBOs publicly available?
No. The information about UBOs filed with Central Register or Commercial Register is not publicly available. However, this information is directly available to certain state authorities, courts, financial police, tax authorities and so-called "obliged persons" (i.e. banks, financial institutions, auditors, lawyers, accountants and other relevant entities specified in the Slovak Anti Money Laundering Act) during the performance of due diligence.
A fine of up to EUR 3,310 may be imposed on directors or the company itself if the company does not register its UBOs with the Commercial Register by 31 December 2019.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.