• Business & Tax

    Ultimate Beneficial Owner (UBO) – Compliance & Reporting

         The Ultimate Beneficial Owner (UBO) is the individual who ultimately owns or controls — directly or indirectly — more than 25% of a company’s shares or voting rights, or who otherwise exercises control over the entity.

    The Spanish UBO Register was introduced to ensure transparency in corporate ownership and to prevent the use of companies for money laundering or terrorist financing.

The Spanish UBO Register

Since 2018, all companies registered in Spain must disclose their Ultimate Beneficial Owner (UBO) in an official UBO Register, maintained by the Spanish Commercial Registry (Registro Mercantil).

This obligation applies to all companies with a registered address in Spain that file annual accounts before the Commercial Registry, except for:

Companies listed on an EU regulated market or equivalent third-country market

Their majority-owned subsidiaries, provided they are already subject to transparency and beneficial ownership disclosure requirements.

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Filing Requirements and Legal Basis

The obligation to disclose beneficial ownership in Spain stems from Ministerial Order JUS/319/2018, issued by the Spanish Ministry of Justice, implementing the EU 4th Anti-Money Laundering Directive (AMLD4). Companies must submit an annual declaration of the UBO together with their annual accounts filed at the Commercial Registry.
● Existing companies: The first filing was due with the first annual accounts submitted after 21 March 2018.
● Newly incorporated companies: Must file with their first annual accounts.
● Subsequent years: The UBO form only needs to be updated if there are changes in beneficial ownership or control.

If a company has indirect ownership, it must also disclose the details of all legal persons in the chain of control. Where no individual meets the 25% ownership or control threshold, the company must identify the members of its management body as the beneficial owners.
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Identifying the Ultimate Beneficial Owner

A UBO must be identified in any financial or corporate transaction. There are three main identification methods:
1. Direct or indirect ownership — Identify any natural person holding more than 25% of shares or voting rights. Control through other means — Identify individuals who exercise control without direct ownership (for example, through agreements or influence).
2. Senior managing officials — If no one qualifies under the above criteria, or there is uncertainty, the person(s) holding senior management positions must be declared as the UBO.
Failure to identify the UBO correctly may create legal liability for other parties involved in a transaction, including their advisers.
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The EU UBO Register Framework

The EU 4th Anti-Money Laundering Directive (AMLD4) established a harmonised framework requiring each member state to maintain a central register of beneficial ownership for companies, trusts, foundations and other legal arrangements. For corporate entities, the beneficial owner is defined as the natural person who:
● Directly or indirectly owns more than 25% of shares or voting rights
● Controls the entity through other means.
For trusts and similar legal arrangements, trustees must disclose the following in the UBO register:
● Settlor Trustee(s)
● Protector (if applicable)
● Beneficiaries or class of beneficiaries
● Any other person who ultimately controls the trust
Minimum information required for each beneficial owner includes:
● Name
● Month and year of birth
● Nationality
● Country of residence
● Nature and extent of the beneficial interest
Some EU countries require additional details, depending on their national regulations.
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Ensuring Compliance

Spanish companies and foreign entities operating in Spain must ensure ongoing compliance with UBO reporting obligations. At Del Canto Chambers, we assist clients in:
● Identifying and verifying their ultimate beneficial owners
● Preparing and filing UBO declarations with the Commercial Registry
● Reviewing group structures to meet transparency requirements
● Coordinating with UK and EU advisers to maintain cross-border compliance
Maintaining an accurate and up-to-date record of beneficial ownership is essential to avoid sanctions and ensure full alignment with Spanish and EU anti-money laundering legislation.

Why use an ETVE for Latin America investments

Spain’s geographic, cultural and linguistic proximity to Latin America, combined with its broad double taxation treaty network, makes the ETVE structure especially suitable for investment in the region.

It allows international investors to:

  • Consolidate and manage Latin American subsidiaries from within the EU
  • Benefit from treaty protection and reduced withholding taxes
  • Optimise profit repatriation in a compliant and transparent framework

How we can help set up an ETVE

Del Canto Chambers advises clients on the design, creation and management of Spanish ETVE holding companies. We provide a full service covering:

  • Tax and legal structuring
  • Company formation and registration
  • Accounting and annual compliance
  • Tax planning and reporting obligations
  • Directorship and management services

A partner remains involved throughout the engagement, ensuring continuity, expertise and proactive guidance.

We have advised European, American and Middle Eastern clients on ETVE projects, offering turnkey solutions in collaboration with local partners and auditing firms.

Please contact us for more information about the advantages of establishing a Spanish holding company (ETVE) and how it can optimise your international tax structure.

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