07 September 2023

Commercial advisor: Keys to the creation of the Central Registry of UBO

On September 19, 2023, Royal Decree 609/2023 will enter into force, creating the Central Registry of UBO (“RCTR“) and approving its regulations. The purpose of this article is to determine the keys to the creation of the RCTR and the consequences for the different obligated parties.

Legal Context:

Last July 11, Royal Decree 609/2023 of July 11 was approved, creating the Central Registry of UBO and its regulations (“Regulations“), in compliance with the Third Additional Provision of Law 10/2010, of April 28, on the Prevention of Money Laundering and Terrorist Financing (“Law 10/2010“) and transposing Directive (EU) 2018/843/EU of the European Parliament. Thus, a central electronic registry is created, managed by the Ministry of Justice, unique in the national territory, aiming to centralize all the information related to beneficial owners that has been managed until now by the Commercial Registry and the General Council of Notaries.

Obligation of information:

They are obliged to provide information on the Beneficial Owner to the RCTR:

  • Spanish legal entities and entities or structures without legal personality that are based in Spain or are managed by individuals or legal entities resident in Spain.
  • Unincorporated entities or structures such as trusts and unincorporated entities or structures analogous to foreign trusts that intend to establish business relations, carry out occasional operations or acquire real estate in Spain.
  • The registries that are currently in charge of this information, and specifically the Mercantile Registry (which receives this data annually at the time of filing the annual accounts), must dump this information in the RCTR within 9 months from the entry into force of the Regulation.

Until the first data dump is completed, and the access fees and form of payment are approved, the current process of access to beneficial ownership information is maintained. Once the information has been dumped, the legal operators will have to verify that it is correct within two months from the entry into force of the RCTR Regulation.

When there are changes in the beneficial ownership, the new declaration of identification of the beneficial owner must be filed with the Commercial Registry within 10 days from the date of knowledge of the change.

In the event of non-compliance with the obligation to inform the RCTR due to lack of identification at the time of filing the annual accounts or lack of filing of the annual accounts of Spanish companies, the registration page will be closed in accordance with the terms of Article 378 of the Mercantile Registry Regulations. Likewise, the infringement of the obligation of identification to the RCTR may give rise to administrative sanctions as established in Law 10/2010.

Obligation of verification:

 Once the RCTR is operational, prior to the establishment of business relationships or the execution of any transaction, the Obligated Entities, must request a certification from the RCTR stating the beneficial ownership in order to comply with the obligation to identify potential customers.

Access to this information may be provided free of charge in the case of the authorities and upon payment of a fee in the case of the Obligated Subjects and third parties with a legitimate interest.


 With the entry into force of this new rule, it is expected to have a reliable and centralized database to facilitate compliance with the duties of diligence of the Subjects Obliged by Law 10/2010. Likewise, in order for this system to work, coercive measures are established that will favor the collaboration of the legal persons or trusts obliged to provide the information related to the Beneficial Owners.

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