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Ultimate Beneficial Owner? Register now! And Keep The Register Updated.
Basically, all companies and legal entities with registered offices in Austria as well as to trusts or trust-like structures managed from within Austria are obliged to register.
The management boards of the relevant entities will have to register their beneficial owners by 1 June 2018 at the latest.
For newly established legal entities and changes in the beneficial owner structure, a registration period of 4 weeks applies, beginning with their entry in the Companies’ Register or (regarding trusts) with the establishment of an administration in Austria. Legal entities, or better their management boards, are not only obliged to identify and verify their beneficial owners, but also have to review such data annually.
Data from companies already disclosed in public registers like the Central Register of Residence Registrations (Zentrales Melderegister, ZMR), the Companies‘ Register (Firmenbuch) and the Central Register of Associations (Vereinsregister) will automatically be reconciled with the UBO register. Hence these companies are basically exempt from the registration obligation.
Subject to the registration obligation are the beneficial owners, i.e. all physical persons that ultimately own or control a legal entity such as:
- physical person(s) who directly hold an interest of more than 25 % in the legal entity (direct beneficial owner)
- physical person(s) with indirect ownership: is given, if a corporate shareholder (parent) holds an interest of more than 25 % in the respective company and is (directly or indirectly) controlled by a physical person. Control is deemed to be exercised through an ownership interest of more than 50% in a corporate entity; also relevant, are, however other criteria of control used for the purpose of preparing consolidated financial statements in Austria, such as through a shareholders‘ agreement, the exercise of dominant influence, or the power to appoint the majority of board members.
- members of the management board: if, after having exhausted all means of identification and provided that there are no grounds for suspicion, no natural person is identifiable who ultimately owns or exerts control over a legal entity, the physical persons who hold the position of senior managing officials of the legal entity (in particular, but not exclusively, members of the management board) are considered as beneficial owners.
The information to be registered includes name, date of birth, nationality, place of residence as well as type and volume of the beneficial interest or the share quota or the function of the relevant natural person. The management´s failure to register, the registration of incorrect data, as well as accessing the register without entitlement all constitute financial misdemeanors and may trigger material fines.