Effective 3 February 2025, all companies operating in Spain must disclose the identity of their real owners, as announced by the Spanish Tax Agency. This significant regulatory change is part of a broader initiative which aims to enhance transparency and combat financial crimes like money laundering and tax evasion.  

Below, we will discuss the key points of this new measure that companies must understand and consider in order to stay compliant with Spain’s ultimate beneficial owner (UBO) requirements.  

Background of the new regulation

This new regulation complements the existing piece of legislation in Spain that requires non-listed companies to disclose their UBOs. Ministerial Order 319/2018 introduced the initial regulation to align with the European Union’s Fourth Anti-Money Laundering Directive (2015/849).  

Royal Decree 609/2023, enacted in July 2023, established a central and public UBO Registry, which the Ministry of Justice oversees. The registry gathers and publicly discloses information about the beneficial ownership of all legal companies in Spain.  

Spain’s UBO requirements: Key points

Defining “beneficial owner”  

A beneficial owner is a person who directly or indirectly owns or controls more than 25 per cent of a company’s share capital or voting rights or an individual who exercises control through other means.  

Information to disclose 

All companies must provide detailed information about their beneficial owners, which include:  

• Full name 

• Date of birth  

• Nationality 

• Country of residence 

• NIF/Foreign Identification Code 

• Country of issue of the identification document 

Scope  

Disclosure of beneficial ownership information will be mandatory for all companies registered in Spain, including international entities operating within the country, those who pay income withholding or on account, non-residents operating in Spain through a permanent establishment and partners, heirs or shareholders of business entities subject to income attribution. 

The reporting process  

Companies must disclose information about their beneficial owners by filling out Form 036. This form is used for the registration, modification and deregistration in the Census of Professional Entrepreneurs and withholding agents. A new page will be added to the new Form 036 to disclose a company’s beneficial owners.  

Public access and compliance

Relevant authorities, entities obligated under anti-money laundering rules and those with a legitimate interest may access the UBO Registry, ensuring transparency and preventing the misuse of corporate entities for illicit activities.  

Working with Bolder to meet UBO requirements in Spain

This new rule advances Spain’s attempts to align its corporate transparency and anti-money laundering measures with international standards. Before the deadline in February 2025, businesses must assess their ownership structures to ensure compliance with these changes.  

If you have questions about this new regulation, please contact our team. We can also help you comply with the requirements through our compliance solutions. 

Bolder Group does not provide financial, tax or legal advice and the information contained herein is meant for general information purposes only. We strongly recommend that before acting on any of the information contained herein, readers should consult with their professional advisers. The Bolder Group accepts no liability for any errors or omissions in the information, or the consequences resulting from any action taken by a reader based on the information provided herein.

Bolder Group refers to the global network of independent subsidiaries of Bolder Group Holding BV. Bolder Group Holding BV provides no client services. Such services are provided solely by the independent companies within the Bolder Group which are each legally distinct and separate entities and have no authority (actual, apparent, implied or otherwise) to obligate or bind Bolder Group Holding BV in any manner whatsoever. The operations of the Bolder Group are conducted independently and have no affiliation with third party financial, tax or legal advisory firms or corporations.