Introduction of a new transparency register in Spain

With Royal Decree-Law 609/2023, of July 11, which comes into force on September 19, Spain introduces a new centralized transparency register. By creating the register, Spain is implementing Directive EU 2015/849, of the European Parliament and of the Council of May 20, 2015 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing, amending Regulation (EU) No. 648/2012 of the European Parliament and of the Council and repealing Directive 2005/60/EC of the European Parliament and of the Council and Commission Directive 2006/70/EC. Decree 609/2023 also elaborates by-laws three and four of Law 10/2010, of 28 April, on the fight against money laundering and terrorist financing.

The Spanish Ministry of Justice is the entity responsible for establishing and maintaining the Central Transparency Register.

The Central Transparency Registry will coexist with the already existing Registry of Beneficial Owners (RETIR) of the Commercial Registry, as well as the database of Beneficial Owners of the General Council of Notaries. 

Content overview

What information does the new transparency register contain?

Article 4 of the new law requires the identification of the beneficial owner, including a description of the circumstances that qualify this person as such. If the beneficial owner is a natural person who controls a company only indirectly, e.g. through intermediary legal entities, with 25% or more of the capital or voting rights, the intermediary legal entities must also be disclosed in detail.

Who must be registered in the transparency register?

  • All Spanish legal entities. This includes commercial companies, foundations, associations and any other legal entities subject to the obligation to identify their beneficial owner, provided they are incorporated under Spanish law or have their registered office or branch in Spain).
  • Entities or structures without legal personality that have the seat of their effective management or principal activity in Spain.
  • Entities or structures without legal personality that are managed or directed by natural or legal persons having their residence or registered office in Spain.
  • Entities or structures without legal personality that are not managed or administered from Spain or another State of the European Union and are not registered in another State of the European Union and that intend to establish business relations, carry out occasional transactions or acquire real estate in Spain.

Who can access the information?

Access to the Transparency Register will be available to the following parties:

  • Authorities with powers to prevent, detect, investigate and prosecute terrorist financing crimes, money laundering and their predicate offenses, both at national level and in other EU Member States, free of charge and without restrictions.
  • Notaries and registrars and their central prevention offices.
  • National or European authorities and bodies that manage, verify, disburse or audit European funds and whose tasks are defined in a Community regulation that stipulates that the information on the beneficial owners of the beneficiaries of the funds can be fulfilled using data from the central registers.
  • The obligated parties of Law 10/2010, which may not only access, but must do so in cases where they must comply with the obligation to establish and verify the identity of the beneficial owner. This is without prejudice to other queries to other registers. Such persons shall have access to the applicable information and, in addition, may obtain certification of such information.
  • Any other person or entity that can demonstrate a legitimate interest or other authorities may access some of the available information. Such a legitimate interest is presumed in the case of media or civil society organizations related to preventing and combating money laundering and terrorist financing.

What are the consequences of failure to register?

Where there is an obligation to register, obliged entities must ensure that the information contained in the transparency register is adequate, accurate and up to date. If the obligated parties do not comply with the identification of the beneficial owner, the Commercial Register may impose a block on the register pursuant to Art. 378 of the Commercial Register Ordinance.

Autor: Axel Roth