What information is required to be made available to the public regarding such structures and the ultimate beneficial ownership or control of such structures or of private assets generally?
Private Client (2nd edition)
A family company, as well as any other company, has to inform the Israeli Companies about the identity of its shareholders and directors, and to file its articles of association. No other information has to be disclosed in connection with a family company. A partnership is required to identify its partners and their addresses. There is no need to register the identity of the ultimate beneficial owners of any of these structures.
Until recently, a civil/family partnership that was constituted by a private deed was a very discrete entity since it did not need to register with any authority. However, since 1 November 2018 any new civil/family partnership needs to register with the publicly consultable Crossroads Bank for Enterprises. Partnerships that existed on that date need to register by 30 April 2019. Information that is publicly available through this registration is a.o. the name of the partnership, its address and the name of its director(s).
Following the recent creation of a national UBO-register (based on the 4th European AML-Directive), certain information on the UBO’s of a.o. Belgian companies and legal entities, including partnerships, needs to be registered with this UBO-register.
Apart from these registrations, neither the constitution deed, nor the annual accounts of a civil/family partnership need to be published. No information on the assets held through the partnership or their value is publicly available.
Generally, the creation of a domestic trust does not require the filing of the trust instrument with any governing authority or regulator, and the trust may remain private, subject to a few exceptions. If a US gift tax return is filed to report a gift or sale to a trust, it is common to include a copy of the trust instrument with the return. US gift tax returns are confidential and not subject to public dissemination by the IRS. US income tax returns that may be required for domestic trusts are likewise confidential. Similarly, annual income tax returns of FLPs and FLLCs are confidential. However, during the administration of a testamentary trust, the trustee may be required to file information pertaining to the trust’s assets on the state death tax return. The extent to which such returns are available to the public may vary from state to state.
Third parties that are associated with a domestic trust, such as banks, brokerage firms and insurance companies, can demand to see the trust document. The Trustee can take steps to protect the beneficiaries’ privacy by furnishing a certification of trust, along with relevant excerpts from the trust document instead of the trust itself. The contents of the certification of trust vary depending on the state.
The beneficial owner of residential real property held in a domestic trust or FLLC also can remain confidential, subject to a few exceptions. Generally, the documents that are available to the public that pertain to the transfer of the residential real property to the domestic trust or FLLC include only the name of the legal entity. However, in certain regions throughout the U.S. (notably cities and counties with high-value residential real property), the identity of the beneficial owner of residential real property must be disclosed upon the purchase by an FLLC of residential real property where the total purchase price exceeds $300,000, the purchase of the residential real property is made without obtaining financing from a financial institution and any portion of the purchase price is made using currency, cashier’s check, certified check, traveller’s check, personal check, business check, money order in any form, funds transfer, or virtual currency. (The disclosure requirements do not apply to purchases through a trust.)
Private foundations are required to file annual information returns with the IRS. These are publicly available documents. However, the names and addresses of contributors are not required on the return and can remain confidential.
None of the registers provides automatic access to the public. Enquirers will have to demonstrate a legitimate interest in order to obtain access.
According to the Act on the Register of beneficial owners in force since 1 January 2018, all limited liability companies, all private foundations are obliged to enter the shareholder as beneficial owners, members of the board of Private foundations, all trustees and all beneficiaries in the Register of beneficial owners. Failure to comply with this obligation is sanctioned by severe penalties.
Every property in Austria is registered in the public land register. It also shows the owner. However, trusteeships are possible; this can conceal a beneficial owner from the public. However, disclosure to the tax authorities is necessary.
Every other asset can be possessed in a non-public way.
Private benefit foundations are registered with a public register, which contains data on name, address, governing body, representative powers, goals, property, scope and type of activity. Nevertheless, beneficiaries are not disclosed in the register.
However, the Bulgarian Law on Measures Against Money Laundering requires any legal person or entity entered in the Commercial Register or the BULSTAT Register to disclose its beneficial owner/s by 31 May 2019. The duty encompasses disclosures about natural and legal persons acting as owners of foreign trusts, trust funds and other similar entities operating on the territory of Bulgaria.
General information about Monegasque corporations (Société Anonyme Monegasque, “SAM”), is publicly available such as legal denomination, address, corporate purpose, share capital, names of administrators of the company.
Legislation is currently being introduced to implement a register of beneficial owners the access to which shall be limited to public authorities as well as various entities subject to anti-money laundering duties. Any person demonstrating a legitimate interest may be granted access to information by a court decision.
There is no trust register in Bermuda or register of people with ultimate beneficial ownership in relation to trusts, and details concerning trusts do not need to be made available to the public.
20.1 A company incorporated under English law must make certain information and documents public, normally including the name and any previous names of the company, its registered address, date of incorporation, the nature of its business, the full names and certain other details of the directors of the company and (broadly, and subject to a number of exceptions) of any person who ultimately owns or controls the company, certain resolutions of the company, its constitutional documents and accounts. The publication of the above information and documents is achieved by requiring the directors of the company to make certain filings with the registrar of companies (Companies House), which in turn makes them available to the public.
20.2 An English limited liability partnership must make certain information and documents public under rules similar to the above rules applying to English companies. English general partnerships are not subject to these rules.
20.3 There is no obligation to make public any information or document relating to a trust (§19.2) which is not a charitable trust (§27.1).
Financial entities are required to identify and report to the Colombian tax authorities the ultimate beneficial ownership in accordance with the Laundering Assets Risk Management and Terrorism System (SARLAFT) standards. This, provided that a non-resident has direct or indirect ownership and control of more than 25% of the shares of a resident entity, local trusts and mutual funds. This information is not available to the public.
The directors / shareholders of companies as well as limited liability and general partnerships have to file certain information and documents with the commercial register. This includes the name of the company, its registered address, date of incorporation, the nature of its business, the full names and certain other details of the directors of the company and of its shareholders, and its constitutional documents (including the articles of association in case of companies, not partnerships). This information is available to the public as the commercial register is open to the public. If the beneficial owners of a company are not published in the commercial register they need to be submitted to the transparency register (see below).
The beneficial owners and directors of private foundations always need to be registered in the transparency register which has been established in the “Geldwäschegesetz” (Money laundering Act”) on 1 October 2017 and is open to any individual with an legitimate interest. The information that must be submitted to the register are the full name of the beneficiaries, birthdate, address, extent and modalities of the benefit.
Central registry of the beneficial owner is in force in Portugal. In addition, any income generated at the level of the structure is communicated with the beneficiary’s state of residence, under the Common Reporting Standard. In addition, new domestic legislation mandates financial institutions to report on accounts with net balance over € 50.000 to the tax authorities.
The French Constitutional Court, in a decision dated 21 October 2016 held that the register of trusts cannot be available to the public on the ground that it would allow anyone, in violation to the fundamental right of privacy, to collect information in relation to the settlors and beneficiaries of French connected trusts, as well as in relation to the trust itself. The register is now only accessible to certain authorities such as the French tax authorities, the judicial authorities or the customs.
A public register of private foundations is accessible to everyone online but the only information disclosed are the name, the object, the address, the date of recognition of the public utility of the foundation.
As from 26 June 2017, all unlisted companies (civil and commercial), foreign commercial companies if they have one branch located in France and all other legal persons required to be registered under French law are required to file a register of beneficial owners of companies. However this register is only made available to judicial authorities, national financial intelligence unit, agents of the customs administration, authorized agents of the public finance administration responsible for tax collection and control and certain supervisory authorities such as the French “Autorité de contrôle prudentiel et de resolution” and the French “Autorité des marchés financiers”. The register is also accessible by any other person with a legitimate interest and authorization to do so by a court decision no longer subject to an ordinary appeal.
The only information accessible to the public regarding private company is the one revealed by the clerk’s office of the Commercial court. Everyone online can access to the name, address, object, ownership (but not the ultimate beneficial ownership) of French registered companies.
The foundation's name and purpose as well as the identity of its representative and the members of the foundation council must be deposited with the Commercial Register.
In relation to a trust the Commercial Register includes the name of the trust, the date of its creation and its term as well as the names of the trustee(s).
Everybody may obtain an extract from the Public Register containing the above data in relation to registered trust. The data in relation to deposited foundations is available to the depositor and public authorities while third persons only can receive a confirmation of office ("Amtsbestätigung") if they have a legitimate interest (Art. 955a Persons and Companies Act).
Concerning the information on beneficial ownership the Liechtenstein parliament has passed a new law in December 2018 which provides for a register of beneficial owners of domestic legal entities. This register shall be kept by the Office of Justice. Disclosure of the data contained in the register to third persons may be requested against payment of a fee if they have a legitimate interest in the combat against money laundering, predicate offences of money laundering and terrorist financing. A special commission has been introduced to decide on such disclosure requests. Public authorities responsible for combating money laundering have full access to the register.
The law has not yet entered into force; it shall enter into force upon the adoption of Directive (EU) 2015/849 by the EEA Joint Committee (presumably in spring 2019).
In relation to the assets, mainly real estate properties, the law requires the disclosure of the deeds to the Trade of Commerce in order to transfer the real estate property from individuals to the ‘sociedade limitada’. It is worth mentioning that corporate documents filled before the Trade of Commerce as well as real estate deeds registered with Notaries are public and might be analysed by third-parties.
In relation to the disclosure of the ultimate beneficial owner, following international trends, the Brazilian Revenue Services has recently enacted a new legislation requiring the disclosure of the UBO on entities which hold interests on Brazilian assets, such as real estate, bank accounts, equity participation in corporate holdings etc. Such UBOs include individuals and certain entities that, directly or indirectly, hold, control, or ‘significantly influence’ an entity, as well as individuals and certain entities on whose behalf a transaction is undertaken.