The shareholders of a GmbH must be disclosed in a shareholders’ list with the commercial register. The shareholders have to be updated upon each change of shareholdings.
Ultimate beneficial owners have to be disclosed with the Austrian Beneficial Owner Register; other than that the disclosure of the ultimate beneficial owner will be required for 'know your client' checks by banks and other organisations and in some limited sectors for regulatory purposes.
Yes, during incorporation procedures (ie ultimate controlling shareholder(s)).
Limited liability company: The shareholders have to be disclosed in the publicly available Commercial Register and, concurrently, in the Articles of Association the up-to-date wording of which needs to be published in the Collection of Deeds kept by the Commercial Register.
Joint stock company: Only 100% shareholders must be disclosed in the Commercial Register. However, the company is obliged to keep a shareholder´s list.
The disclosure of ultimate beneficial owners is obligatory, although the special register of beneficial owners is not public. The regulation is based on EU law (the Fourth Money Laundering Directive).
England & Wales
Shareholders of a Limited company must be disclosed at Companies House. Ultimate beneficial owners may need to be disclosed, typically this will apply in respect of a UK subsidiary company if there is an individual with a majority of the ownership or voting rights of the overseas parent company.
Yes, for the French limited liability company (SARL), the identity of the direct shareholders and their shareholdings into the company’s capital are disclosed in the bylaws. For the French (simplified) joint stock company (SA/ SAS) only upon registration as a list of subscribers must be filed with the Commercial Court. After registration, the list of the shareholders is disclosed in the share ledger which is not publicly available.
UBO declaration: relatively newly French regulation provides also for the obligation to disclose the identity of the “ultimate beneficial owner(s)” of the company. In this respect, all French unlisted companies shall disclose and file with the commercial court accurate and up-to-date information as regards to the list of their beneficial owners. From a French legal perspective, the company’s ultimate beneficial owners are defined as the natural person(s) who ultimately holds (either directly or indirectly) more than 25% of the share capital or of the voting rights of the Company.
Persons who can access to ultimate beneficial ownership information: the categories of persons who are authorized to access to the ultimate beneficial ownership document are the judges, customs officials, the investigators and inspectors of the French financial market authority, the operatives of French Treasury, or, under certain conditions, persons subject to measures designed to combat money-laundering and financing of terrorism. Moreover, French law lays down the terms under which any person who can evidence a legitimate interest may request disclosure of a company’s register of beneficial owners, if need be by filing a petition before the commercial court.
Shareholder/s of a GmbH must be disclosed in a shareholders’ list in the commercial register, which is to be updated upon each change of shareholdings. Ultimate beneficial owners having a stake of at least 25% have to be disclosed in the transparency register due to Money Laundering Law.
Shareholders of a limited company must be disclosed to the Companies Registry. Every private company is required to keep and maintain a register of details of its shareholders.
Directive 2015/849/EU, the Fourth Anti-Money Laundering Directive, has been implemented in Hungary by the new anti-money laundering act (Act LIII of 2017). According to the directive, when engaging in a new business relationship, customers (legal persons, unincorporated organisations and fiduciary managers) have to provide information to service providers (e.g. credit institutions, lawyers) on their Hungarian and non-Hungarian beneficial owners as well. The hereby collected data on the beneficial owners will then be forwarded to the Transparency Register – which according to the resolution of the Hungarian Government, should have been set up by the 1st of January 2019, which however has not happened yet - by the given service provider. The Transparency Register will contain the beneficial owner’s name, date and place of birth, nationality, address or residence and the nature and extent of the economic interest. If the data of the beneficial owner is not provided, the service provider shall refuse to establish a business relationship. The competent authorities and financial intelligence units will have direct and unrestricted access to the data recorded in the Transparency Register.
Shareholders of a limited company must be disclosed at the Companies Registration Office. Ultimate beneficial owners may need to be disclosed, typically this will apply in respect of an Irish subsidiary company if there is an individual with a majority of the ownership or voting rights of the overseas parent company.
Only 100% of shareholders of a BV must be disclosed.
The 100% shareholder will be registered as such at the Dutch Chamber of Commerce.
All shareholders will be registered in the shareholders’ register of the BV The information in the shareholders’ register is not publicly available.
Historically, ultimate beneficial owners have not generally needed to be disclosed other than for “know your client” checks by banks and other organisations and in some limited sectors for regulatory purposes. The implementation of a UBO register will follow as a consequence of the Fourth Money Laundering Directive.
The UBO register will become operational in the Netherlands in the beginning of 2020. The bill on the implementation of the UBO register was submitted to and approved by the House of Representatives and is currently before the Senate. Under this bill, natural persons who directly or indirectly hold more than 25% of the shares or bearer shares, voting rights or ownership interest or someone who has the direct or indirect ultimate control over the legal entity is considered an ultimate beneficial owner (“UBO”) and has to be registered at the Dutch Chamber of Commerce. Certain information in this register will be publicly available.
Limited liability company: It is mandatory to disclose in the National Court Register those shareholders who own more than 10% of shares in the limited liability company. The shareholders have to be updated upon each change of shareholdings.
Ultimate beneficial owners do not need to be disclosed in the National Court Register.
However, disclosure of beneficial ownership might be required for tax purposes.
Joint stock company: It is mandatory to disclose a sole stockholder.
Every private company is required to keep and maintain a register of controllers which is private and will not be made available to the public.
Shareholders of an LLC and founders of a Branch are disclosed in the commercial register. Shareholders of an LLC/founders of a Branch have to be updated upon each change of shareholdings.
A sole shareholder of a JSC/JSA is disclosed in the commercial register and has to be updated upon each change of shareholdings. List of shareholders of the JSA is publicly (online) available via central depositary.
Ultimate beneficial owners of most of the legal entities need to register its UBO with the Commercial Registry; this information is available only for selected authorities and is not publicly accessible. Furthermore, UBO does not generally need to be disclosed other than for “know your client” checks by banks and other organisations and in some limited sectors for regulatory purposes. However, companies wishing to carry on business with state entities (agencies) are required to be registered with the special publicly accessible register established for that purposes (UBO needs to be disclosed, too).
United Arab Emirates
At present, the DED does not require details of all beneficial owners, but certain free zones do.