The obligation of reporting the company’s beneficial owner does not apply to companies formulating and depositing consolidated annual accounts. It does not apply, either, to quoted companies, but it does to companies quoted in the Spanish MAB (Alternative Stock market). The annual accounts of fiscal years closed as from January 01, 2017 are subject to a new reporting obligation of the company’s beneficial owner, through the filing of a new form. Such obligation applies to all legal entities domiciled in Spain that file stand – alone annual accounts and have individuals as beneficial owners, either directly or indirectly, of more than 25% of the share capital or the voting rights, irrespective of whether they file simplified or normal annual accounts.
Consequently, this obligation does not apply to companies formulating and depositing consolidated annual accounts. It does not apply, either, to quoted companies, but it does to companies quoted in the Spanish MAB (Alternative Stock market).
✔ Companies domiciled in Spain must file a new specific form identifying their beneficial owner. This document does not form part of the annual accounts, due to its non –accounting nature, but it is jointly filed with them.
The beneficial owner is the natural person who owns or controls, either directly or indirectly, a percentage exceeding 25% of the share capital or voting rights of the company or who, through other means, directly or indirectly, controls the company’s management.
When no individual meets any of these requirements, the company’s directors are considered to exercise such control. In the event that the director is a legal entity, it is considered that the control is exercised by the natural person appointed by such entity, as the “assimilated natural person”. Companies cannot qualify as beneficial owners.
✔ The indirect beneficial owner is the natural person having an interest exceeding 25% in the company filing the annual accounts through intermediary entities that controls (either because the natural person has more than 50% or the majority of the voting rights or because he meets any of the requirements ruled out in article 42.1 of he Spanish Commercial code on consolidated annual accounts).
✔ This obligation derives from the mandate of EU Directive 2015 / 849 on the prevention of the use of the financial system for money laundering or financing terrorism.
According to it, Member States are obliged to keep information on the beneficial owner in a central registry of each State. It has, therefore, been considered as appropriate implementing a new form in which companies can inform of the beneficial owner, upon filing their annual accounts in the Commercial Registry.
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Publicado el 06-2018 por PBS