INFORMATION ON ULTIMATE BENEFICIAL OWNERS WILL BE PUBLICLY AVAILABLE

Effective as of 1 November 2020, the Slovak Republic transposed into its legal system the 5^th AML Directive^[1] through an amendment to the Anti Money Laundering Act^[2].

The purpose of the amendment is to enhance the mechanisms designed to prevent money laundering and terrorist financing across the European Union. Apart from imposing certain new obligations on businesses, the amendment also makes the public disclosure of information on ultimate beneficial owners (UBO) mandatory.

The data on ultimate beneficial owners are currently stored in the Register of Legal Persons maintained by the Statistical Office of the Slovak Republic (https://rpo.statistics.sk/rpo/#search), which obtains them from other registers. The UBO data contained in the Register of Legal Persons (“RLP”) have not been public; only a specific circle of public authorities (law enforcement agencies, National Bank of Slovakia, and the like) had access to them.

 

PUBLICLY AVAILABLE ULTIMATE BENEFICIAL OWNER DATA

The UBO data have so far been publicly available only with regard to the entities receiving funds from the government and other public authorities through the Register of Public Sector Partners (“RPSP”). 

As of 1 November 2020, the public disclosure requirement will also include the data on the UBO of all legal persons. The data will be published by the Statistical Office on its website as follows:

• forename, surname;
• date of birth;
• nationality;
• residence address;
• information evidencing that the individual is indeed a beneficial owner.

This, in practical terms, means that the ultimate ownership structure of all legal persons – not only those registered in the RPSP – will be disclosed publicly. The disclosure requirement will also apply to the joint-stock companies which have so far been shielded by not having to disclose the list of their shareholders (apart from joint-stock companies with a single shareholder), companies controlled directly or indirectly through a particular ownership structure, and transnational corporations.

The amendment also introduces a duty for specific entities obliged by law^[3] and for certain bodies of public administration to report to the source registers (e. g., business register, register of civic associations, register of foundations, etc.) any discrepancies they find between the information available in the RLP and the information on their files. Neither the law itself nor the explanatory note thereto specifies any further details or procedures for the alignment of such data.

 

WHO IS ULTIMATE BENEFICIAL OWNER?

An ultimate beneficial owner is a natural person who actually owns or controls the company (directly or indirectly, through other companies or persons), in particular by:

• holding a direct or indirect share in the voting rights or registered capital of the company (including bearer shares) of at least 25 %;
• having the right to appoint or dismiss the statutory, managing, supervisory or control body of the company or their member(s);
• controlling the company otherwise than based on the criteria stipulated above; or
• being entitled to economic benefits from the company’s business or other activities in the amount of at least 25%.

If no natural person meets the criteria stipulated above, the company's statutory representative or member(s) of its statutory body shall be deemed UBO.

Also, any natural person who does not meet the above criteria but meets at least one of them jointly with another person, acting with such another person in accord or through concerted action, shall be deemed an UBO.

Currently, the information on ultimate beneficial owners is entered into the Commercial Register for every legal person other than the bodies of public administration and issuers of securities admitted for trading on a regulated market.

Should you need additional details, please do not hesitate and contact us.

 

 

Dominika Schweighoferová