Ultimate Beneficial Owners in Slovenia

Slovenia has enacted legislation governing the identification of UBOs, in the form of the Zakon o preprečevanju pranja denarja in financiranja terorizma (ZPPDFT-2). ZPPDFT-2 is, inter alia, an implementation of EU Directives that govern the identification and registration of UBOs, mainly the EU Fourth Anti-Money Laundering Directive (EU) 2015/849 and Directive (EU) 2024/1640, which is itself an implementation of CJEU case law regarding UBO disclosures.

An UBO is defined as any natural person who is the ultimate owner of the legal entity, or who supervises or otherwise controls the legal entity, or the natural person on whose behalf the transaction is conducted. The ZPPDFT-2 also provides assumptions for UBOs of different entities. For business entities, an UBO is deemed to be:

• any natural person that:
  • directly or indirectly owns a sufficient amount of equity, shares or voting rights;
  • has a sufficient direct or indirect participating interest of the business entity’s assets;
  • has the controlling position in the management of the business entity’s assets;
• any natural person who indirectly provides funds to an economic operator and, on that basis, has the power to control, direct or otherwise significantly influence the decisions of the economic operator’s management

As a general principle, subject to specific statutory exceptions, direct ownership is typically evidenced by holding at least 25% of the share capital. In certain circumstances, members of the company’s management may also be recorded as ultimate beneficial owners (UBOs).

In the UBO register, the following information must be disclosed:

• Information on the business entity (company name, address, registered office, registration number, tax number etc.)
• Information on the UBO: full name, address of permanent and temporary residence, date of birth, tax number, citizenship, ownership share or other form of control date of registration and deletion of the UBO from the tax register
• Additional information, if applicable (automatic registrations of UBOs, indications of discrepancy in the data of the UBO and business entity etc.).

In Slovenia, being identifies as a UBO by itself does not entail direct legal obligations or liabilities. UBOs are not personally required to report themselves to the register. Nevertheless, UBOs are required by the ZPPDFT-2 to provide business entities with all necessary information that enables them to fulfil their obligations under the ZPPDFT-2. Failure to provide all necessary information may result in a fine, as explained in the answer to question 6.

This provision has recently been amended, significantly restricting public access to information on ultimate beneficial owners (UBOs).

Unlimited access to information, contained in the UBO register, is granted to the following entities:

• entities that must carry out measures for detecting and preventing money laundering and terrorist financing under the ZPPDFT-2 (banks, national payment institutions, brokerage companies etc.);
• law enforcement and prosecution authorities;
• courts;
• investigative commissions of the National Assembly of the Republic of Slovenia;
• supervisory authorities (Bank of Slovenia, Slovenian Securities Market Agency etc.).

Access to certain information, contained in the UBO register, is further granted to any natural or legal person that demonstrates a legitimate interest. A legitimate interest is deemed to exist if any of the following conditions are met:

• Purpose of access is related to the detection and prevention of money laundering and terrorist financing or related criminal offences;
• The legal person seeks to obtain data on its own beneficial owners;
• The natural or legal person intends to enter into a business relationship with the legal person whose UBO it seeks information on.

Additionally, certain groups of entities are deemed to have a legitimate interest to access information in the UBO register:

• Data is requested for the purposes of journalism, reporting or other forms of media expression in relation to the prevention of money laundering, related criminal offences or terrorist financing and efforts to combat them;
• Natural or legal persons engaged in scientific research, educational activities or book publishing or is a non-governmental organisation requiring such data for the purposes related to the prevention of money laundering, related criminal offences or terrorist financing and efforts to combat them.

The ZPPDFT-2 does provide for legal sanctions for failure to comply with UBO identification and registration requirements. A legal entity is liable for a minor offence if:

• it fails to identify or incorrectly identifies its beneficial owner(s), fails to establish and maintain an accurate record of data on its beneficial owners, fails to update such data upon change or fails to retain the data on its beneficial owners for five years from the date when a person ceases to be a beneficial owner;
• it fails to promptly provide data on its beneficial owners or provides incorrect data, upon request of obliged entities, law enforcement authorities, courts or supervisory authorities;
• it fails to register the data on its beneficial owners or any changes thereto in the register within the prescribed time limit or registers incorrect data.

The entity may be fined between 3,000 and 120,000 EUR, depending on its revenues in the last two consecutive years.

Additionally, a natural person, who is a UBO of a legal entity, may be fined between 400 and 2,000 EUR for refusing to provide information on themselves to legal entities that require it in accordance with the ZPPDFT-2. ZPPDFT-2 also includes fines for entities that do not use previously accessed information in the UBO register in accordance with their intended purpose.