Ultimate Beneficial Owners in Spain

The Titular Real (Spanish term used to refer to the Ultimate Beneficial Owner or UBO) plays a central role in Spain’s anti-money laundering (AML) legal framework, which not only regulates identification and disclosure obligations but also establishes penalties for non-compliance, reinforcing transparency and accountability in financial and corporate transactions.

The main regulation in this field is Law 10/2010, of April 28^th, on the prevention of money laundering and terrorist financing, which together with Royal Decree 304/2014, of May 5^th, establish the main legal framework and transpose Directive (EU) 2005/60 of the European Parliament and of the Council of October 26^th.

The aforementioned legislation establishes the need for certain subjects to identify the UBO, however, there is further regulation that has developed and expanded the obligations to be met:

• Royal Decree-Law 11/2018 of August 31^st, currently implemented through Order JUS/616/2022, of June 30^th
  Establishes the need to yearly declare the UBO with the submission of the annual accounts and thus further develops Spain’s UBO legal framework while transposing Directive (EU) 2015/849 of the European Parliament and of the Council of May 20^th.
• Royal Decree 117/2024 of January 30^th, currently implemented through Order HAC/1526/2024, of December 11^th
  Since February 3^rd, 2025, it is also necessary to declare the UBO to the Spanish Tax Agency every time a company files a Form 036 to notify a relevant corporate change, such as the modification of the governing body or a change of address.
• Royal Decree 609/2023 of July11^th
  Creates the Central Registry of Beneficial Ownership (Registro Central de Titularidades Reales, RCTIR), which collects and publishes information on UBOs and seeks to consolidate UBO data from multiple sources.

According to Spanish law, an UBO is the natural person who owns or controls a legal entity. This ownership or control may be direct over a Spanish company or indirect when ownership is held through other entities. Since a company may never be considered an UBO, in the latter scenario the UBO will be the natural person who ultimately controls the chain of companies.

Taking into account the above and regarding legal entities, Article 4 of Law 10/210 defines UBOs as the natural person(s)who:

• Directly or indirectly hold(s) more than 25% of the share capital or voting rights of a legal entity; or
• Exercise(s) control over the entity by other means, such as through shareholder agreements or statutory provisions. To this effect, by way of example, control shall be presumed when a person or entity:
  Holds the majority of voting rights; has the authority to appoint or remove the majority of the members of the governing body; holds, by virtue of agreements with third parties, the majority of voting rights; and/or has appointed by a majority vote the majority of the members of the governing body in office during the two financial years immediately preceding that date.

If no natural person(s) meet(s) these requirements, the members of the governing body (in the event that the company is governed by a legal entity, it shall be its natural person representative) will be understood to have control over the company, thus being considered what is known as assimilated UBOs (titular real asimilado).

When dealing with foundations (fundaciones) or associations (asociaciones), article 8 of the Royal Decree 304/2014, of May 5^th has established that the aforementioned requirements shall need to be applied regarding natural persons holding 25% of the voting rights or having control over the governing body (patronato de la fundación / órgano de representación de la asociación). In lack thereof, the assimilated UBOs shall be the members of the governing body (patronato de la Fundación / órgano de representación o junta directiva de la asociación).

Regarding other entities such as trusts or similar legal instruments (e.g. the German treuhand), Spanish legislation does not regulate them nor recognizes them even if being incorporated under foreign law. However, it does regulate who shall need to be considered as its UBO, which shall be all the natural persons that hold the following offices/positions:

• The settlor, grantor or trustor (fideicomitente);
• The trustee/s (fiduciario/s);
• The protector (protector), if any;
• The beneficiary/ies (beneficiario/s) or the category of persons for whose benefit the legal arrangement has been created or is acting; and
• Any other natural person who ultimately exercises control over the trust through direct or indirect ownership or through other means.

Article 2 of Law 10/2010 establishes the subjects that will be obliged to formally identify the UBO of the companies with whom they establish a business relationship or for which they provide some kind of services/transactions. These obliged subjects include public notaries, registrars, property developers and lawyers. In turn, the members of the governing body of the affected entities (i.e. companies, foundations, associations, etc.) shall need to ensure that the declared information is up to date. Furthermore, as mentioned in question 1, the affected entities shall declare their UBO with the submission of the annual accounts and with Form 036.

The information that shall need to be declared by legal entities according to article 4 bis of Law 10/2010 and article 4 of Royal Decree 609/2023 and which will thus be recorded in the Central Registry of Beneficial Ownership (RETIR) is the following:

• Full name;
• Date of birth;
• Type and number of identification document – if having a Spanish Foreigner’s Identification number (NIE), said number shall also need to be declared;
• Country of issuance of the identification document;
• Country of residence;
• Nationality;
• Criteria qualifying that person as UBO;
• Information of the legal entities included in the chain of control (i.e. company name; identification number – tax or registry number; and registered address); the level of ownership within the chain and the participation held in each of the companies; and
• an email address of the declared UBO(s).

Notwithstanding the above, companies listed on a regulated market and subject to disclosure requirements in accordance with European Union law or equivalent international standards ensuring adequate transparency of ownership information (which include: Australia, Brazil, Canada, Hong Kong, India, Japan, Mexico, Singapore, South Korea, South Africa, Switzerland, South Korea and the United States) are exempt from declaring their UBO. If the listed company is found within the chain of control of a Spanish company, when appearing before public notary, the company may only declare this fact, identifying the listed company and the regulated market in which it is listed. However, since this fact cannot be declared in the annual accounts, the criteria of the Commercial Registry is that when filing the annual accounts, the Spanish company shall need to identify the directors as its assimilated UBOs.

Regarding other entities such as trusts or similar legal instruments the declared information shall be the same as with legal entities but excluding information of the legal entities included in the chain of control. Regarding the terms for compliance, the main aspects to bear in mind are the following:

• All entities (legal entities, foundations, associations, trusts and other similar legal instruments) must declare their UBO within a term of 1 one month since their incorporation. These entities shall have a term to up-date the declared information of ten days since any change has occurred (article 1.4 Royal Decree 609/2023). This information shall need to be electronically notified to the Central Registry of Beneficial Ownership. This obligation will not be applicable if the affected entity has already declared its UBO by any other means (see the following points) within the aforementioned terms.
• The declaration before public notary does not have a specific term for its compliance. However, in all public deeds, the appearing person must make a statement regarding the accuracy and veracity of the declared UBO. Therefore, it is necessary to keep the declared information regarding the UBO up to date.
• The annual accounts, which shall include information of the UBO, must be submitted to the Commercial Registry within one month since their approval by the shareholders. If the financial year of the company closes on December 31^st, the deposit term will end on July 31^st.
• Form 036, which shall also include information on the UBO, must be presented one month after the occurrence of the corporate change that is being declared.

Lastly, the information and/or the documentation on the UBO shall need to be kept for a term of ten years. The accrual date will vary depending on the subject who is keeping the information: for obliged subjects such as notaries, registrars, property developers and lawyers it will be the end of the business relationship or the execution of the occasional transaction; and for the Spanish entity declaring its UBO it will be since each natural person ceases to be considered an UBO.

Being identified as an UBO does not entail direct legal obligations (other than the information obligations stated hereunder) nor specific liabilities. Law 10/2010 and Royal Decree 609/2023 differentiate three different subject who shall need to comply with certain obligations to prevent money laundering. These are:

• The obliged subjects mentioned in article 2 of Law 10/2010, such as notaries, registrars, property developers and lawyers. These subjects have due diligence obligations which, among others, include the need to identify the UBO of the entities with which they work, verifying the received information and deny services in certain circumstances.
• The Spanish entities themselves, which may be legal entities, foundations, associations, trusts and other similar legal instruments. Their fulfilment of their obligations will rely upon their governing body, who shall:
  Obtain, keep and update information of their UBO(s). As mentioned before, the information of each UBO shall be kept during a term of ten years since that person ceases to be an UBO.
  Make the information of their UBO available to the obliged subjects so that they can comply with their obligations.
  Comply with the aforementioned declaration obligations to the Central Registry of Beneficial Ownership after their incorporation and after the occurrence of any changes of their UBO.
• The natural persons considered UBOs shall notify the data mentioned above in question 3. to the governing body of the entity of which they are the UBO immediately as soon as they are aware of their condition as UBOs.

The aforementioned shall be applicable mutatis mutandis to trusts and other similar legal instruments. Therefore, although UBO status does not in itself trigger any specific tax obligations, it plays a central role in promoting transparency and detecting tax evasion, illicit financing, or other misconduct. The authorities’ ability to identify and trace beneficial ownership is essential for enforcing compliance across jurisdictions.

The Central Registry of Beneficial Ownership is technically a public registry. However, access to its contents is restricted and governed by EU and national AML rules, in particular by Article 5 of Royal Decree 609/2023. According to it, the entities that shall have access to the registered information will be:

• Spanish and European public authorities legally entitled to prevent, detect, investigate and prosecute offences relating to the financing of terrorism, money laundering and predicate offences; these include, among others, public prosecutor’s office, criminal justice authorities, security forces, tax authorities and supervisory bodies.
  Their access shall be free and unlimited. In this regard, the aforementioned authorities, together with public notaries and registrars, after accreditation and when in exercise of their authorities, may have access both to current and historical UBO data.
• Obliged subjects under Article 2 of Law 10/2010, which include, among others, notaries, registrars, property developers and lawyers for the purposes of due diligence and compliance obligations.
  Their access requires the previous payment of a fee (except for public notaries and registrars), which will allow access to the current data, but not the historic with the exception foreseen above. Additionally, access will be conditioned to the obliged subjects stating the reason for their consultation and the registrar understanding it as consistent with the purpose of the registry. Even if this is what is stated in the Law, regarding lawyers, registrars are very reluctant to giving access to UBO data.
• Individuals or organizations that can demonstrate a legitimate interest: Their access requires the previous payment of a fee and the accreditation of legitimate interest, which shall need to be approved. However, it may be presumed in specific cases such as with regards to media organizations and entities operating within the civil sphere engaged in efforts to prevent and combat money laundering and terrorist financing; the entities themselves; and the UBOs.
  The obtained access shall be exclusively limited to the name and surname, month and year of birth, country of residence and nationality of the current UBOs, and the nature of that beneficial ownership, in particular whether it is due to control of the property or of the management body.
• National authorities and bodies that manage, verify, pay or audit European funds. They may have free and unlimited access solely for the performance of their specific tasks.

The UBO may request restriction of access to his or her data and, if granted, this will allow the registry to deny access to it when there are certain risks in case of disclosure. Lastly, it is worth mentioning that the Central Registry of Beneficial Ownership aims to be connected to the EU-wide Beneficial Ownership Registers Interconnection System (BORIS), facilitating cross-border access by competent authorities and, eventually, by obliged entities across the EU.

Failure to comply with legal obligations regarding the identification and registration of UBOs can lead to significant administrative, financial, and reputational consequences for both companies and individuals. Sanctions are primarily administrative but may also include civil or criminal consequences in severe cases. They are imposed by competent authorities such as SEPBLAC, the Commercial Registry, or the courts.

Notwithstanding the above, only taking into account AML legislation and the administrative sanctions derived therefrom, it is worth mentioning that Law 10/2010 differentiates between very severe, severe and minor breaches (Articles 50 to 53). Each type of breach has associated penalties that may include:

• Fines – in this regard, the law establishes a value range, which may take into account the total annual turnover, economic value of the transaction involved, profit obtained from the breach;
• Public reprimand;
• Private reprimand;
• Temporary suspension of administrative authorizations; and 
• Removal from office with disqualification from holding management or executive positions – regarding the persons holding offices in the governing bodies of the obliged subjects.

These sanctions may be graded taking into account the circumstances established in article 59 of Law 10/2010, which include: the amount of the transactions, the obtained profits, amendment of the infringement, degree of responsibility or intent, seriousness and duration of the infringement, and the losses caused to third parties.