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The Register of Beneficial Owners The Register was established for the purpose of preventing money laundering and terrorist financing and contains data regarding the beneficial owners of companies, foundations and trusts.

The Beneficial Owners Register Act (BORA) forms the legal basis for the Register of Beneficial Owners. The Act took effect on 15 January 2018, and reports can be sent to the Register via the Federal Unternehmensserviceportal. First-time reports to the Register have already been made. The Register can be inspected as of 2 May 2018.

Innovations introduced by the Register of Beneficial Owners 

Until now, the Commercial Register only contained data regarding the legal owners of companies and foundations. Information regarding beneficial owners, which is essential for the prevention of money laundering and terrorist financing, was not separately recorded until now. A “beneficial owner” is a natural person to whom the beneficial ownership of a company, foundation or trust can ultimately be attributed. The identification of beneficial owners is intended to make it more difficult for criminal persons and organisations to participate in economic activities with assets obtained through criminal activity. 

In addition, there has been no database containing data from the Commercial Register, Register of Associations and the Federal and Regional Registers of Charitable Foundations and Funds regarding the relevant legal entities. The Register of Beneficial Owners now establishes a central register for recording the beneficial owners of companies, foundations and trusts, in implementation of Arts. 30 and 31 of the 4th Anti-Money-Laundering Directive.

Establishment of the Register of Beneficial Owners 

The Register is maintained by the registry authority established by the Federal Ministry of Finance. This authority not only safeguards the data protection rights of data subjects but also has extensive analytic capabilities for the purpose of ensuring the accuracy and completeness of the data and preventing money laundering and terrorist financing. Technically, the Register is established by the Bundesanstalt Statistik Austria based on the Commercial Register for administrative purposes so that the greatest possible synergy effects can be realised.

Advantages of the Register 

The Register of Beneficial Owners contains extensive centralised information regarding the beneficial owners of legal entities with their registered offices in Austria. Until now, this information about beneficial owners, which is essential for the prevention of money laundering and terrorist financing, was not available at a central location, since both natural persons and legal entities are recorded as shareholders in the Commercial Register. Moreover, shares of companies, which are held in trust, can also lead to beneficial ownership by the trustor, who must also be recorded in the Register in this case. In the future, all beneficiaries of private foundations will be recorded in the Register. This includes those not listed in the foundation deed. Therefore, the Register of Beneficial Owners contains significantly more information than was available in the past.

Certain companies, such as credit and financial institutions, attorneys, notaries, accountants and some companies subject to the Commercial Code, are already required to identify the beneficial owners of their customers or clients. This obligation is based on the specific due diligence requirements intended to prevent money laundering and terrorist financing. This is why the BORA also refers to these companies as “obliged entities”. Excerpts from the Register provide these companies with a simple and efficient means of identifying the beneficial owners of their customers. It will now be possible to identify and check the identity of the beneficial owners of a customer in accordance with the requirements of Article 11 BORA based on complete extended excerpts from the Register. This will provide significant relief to companies with a low or medium risk of money laundering, many of which will be covered by the typical standard business cases. Where there is high risk of money laundering, the extended excerpts, with their graphic presentations of the relevant ownership structure, provide an ideal starting point for additional checks to determine beneficial owners.

Avoidance of unnecessary administrative burdens

About 350,000 reportable companies are recorded in the Register, which are referred to as “legal entities” under Article 1 BORA. To keep the administrative burden on reportable companies as low as possible, Article 6 BORA provides extensive exemptions from the reporting requirement. These apply if the beneficial owners are already recorded in the Commercial Register or the Register of Associations. In all, about 280,000 of the 350,000 legal entities are exempt from the reporting requirements. These reporting exemptions apply to the following:

  • Ordinary partnerships and limited partnerships, if all the personally liable partners are natural persons
  • Limited liability companies, if all the shareholders are natural persons
  • Commercial and industrial cooperative societies
  • Mutual insurance associations, small mutual insurance associations and savings banks
  • Associations pursuant to the Associations Act

The exemption from the obligation to report falls away, however, if another person is the beneficial owner. This is the case, for example, if company shares over 25% are held for a trustor.

All legal entities not exempted from the reporting requirement can electronically file their own reports via the Federal Unternehmensserviceportal or hire a party representative acting in a professional capacity to identify, check and report the beneficial owners.

Scope of application

The master data of legal entities included in the BORA scope of application is automatically taken from the Commercial Register, Register of Associations and Supplementary Register for Others:

  • Ordinary partnerships, limited partnerships
  • Stock companies, limited liability companies
  • Commercial and industrial cooperative societies
  • Mutual insurance associations, small mutual insurance associations
  • Savings banks
  • European Economic Interest Groupings, European companies (SE), European cooperative societies (SCE)
  • Associations pursuant to Article 1 of the Associations Act (VerG)
  • Private foundations pursuant to Article 1 of the Private Foundation Act (PSG)
  • Foundations and funds pursuant to Article 1 of the Federal Act on Foundations and Funds (BStFG 2015)
  • Foundations and funds established on the basis of a regional act, provided that the application of this Federal Act is allowed under regional law
  • Trusts and arrangements of a similar nature to trusts, if they are managed from Austria
  • Other legal entities, if they are required to be recorded in the Commercial Register by Article 2 no. 13 of the Commercial Register Act (FBG)

These approximately 350,000 legal entities are required to report their beneficial owners to the Register. If there is an exemption from the reporting requirement, it will automatically display on the electronic reporting form.

Under Article 3 BORA, legal entities are required to identify and check the identities of their beneficial owners. To make it easier to comply with this obligation, Article 4 BORA obliges the legal and beneficial owners to send the necessary documents and information to the legal entities.

Under Article 5 BORA, legal entities themselves must report the data about the beneficial owners to the Register electronically via the one-stop-shop Business Service Portal called 'Unternehmensserviceportal' (USP). Every legal entity is clearly identified upon registration with the Unternehmensserviceportal. In addition, there is the option of having a representative of the party acting in a professional capacity make the report.  

To make it as easy as possible to fill out the reporting form, an automatic comparison is made with the Central Residence Register for beneficial owners who have their main residence in Austria, and an automatic comparison is made with the Commercial Register, Register of Associations and Supplementary Register for Others for ultimate legal entities that have their registered offices in Austria. All natural persons with their main residences in Austria are clearly identified by their area-specific personal identifiers.

Inspection of the Register

To the maximum extent possible, inspection of the Register will be automatically activated on 2 May 2018 for all companies that must meet the due diligence requirements for the prevention of money laundering and terrorist financing. These companies are:

  • Credit and financial institutions
  • Holders of government-approved licences pursuant to Article 14 and Article 21 GSpG and authorised operators of gaming machines and betting companies that have been established on the basis of an authorisation under regional law
  • Attorneys and notaries
  • External auditors and tax advisors
  • Balance sheet accountants, account and payroll accountants
  • Commercial traders including auctioneers, provided that they accept payments in cash of at least EUR 10,000
  • Real estate agents
  • Business consultants
  • Insurance brokers

Only excerpts bearing an official signature may be inspected. Two different excerpts will be available: A simple excerpt pursuant to Article 9 para. 4 and an extended excerpt pursuant to Article 9 para. 5 BORA. The special feature of the extended excerpt is that it contains an electronic representation of all known participation levels and a comparison of the reporting data with the automatically pre-calculated data of the Commercial Register.

The excerpts were designed to contain information relevant to the identification of beneficial owners and thereby to significantly facilitate fulfilment of the obliged entities’ due diligence requirements for the prevention of money laundering and terrorist financing.

For data protection reasons, there is no provision for public inspection of the Register. However, other persons who have a legitimate interest can be permitted to inspect the Register.

User fees are charged for inspection of the Register, which are established by regulation of the Federal Minister of Finance.

Measures to ensure data quality and sanctions

Adequate data quality must be ensured as a contribution to the prevention of money laundering and terrorist financing. This should be ensured by internal measures, such as comparison with other registers and the analysis function of the registry authority, as well as external measures, such as optional feedback from the obliged entities to the Register and the recording of annotations.

In addition, if a report is not made, the local tax authority will threaten to impose a coercive penalty pursuant to Article 111 BAO, upon the expiration of a grace period. If the report is made within the grace period, the penalty will not be imposed. The whole process is fully automated.

Intentional violations of the reporting requirements, such as failure to make a report or making a false report, are punished as financial offences with penalties ranging up to EUR 200,000 for an intentional violation. A grossly negligent violation of the reporting requirements is sanctioned with a fine of up to EUR 100,000.

Data protection

To safeguard the data protection law rights of data subjects, all data regarding requests and excerpts is recorded. Obliged entities are not entitled to unrestricted inspection but may inspect the Register to fulfil their due diligence requirements for the prevention of money laundering and terrorist financing with respect to their customers. Party representatives acting in a professional capacity may also inspect the Register for the purpose of advising their clients with respect to identifying, checking the identities and reporting the beneficial owners of their clients. Unauthorised inspection of the Register is punished as a financial offence with a fine of up to EUR 30,000. In addition, anyone can obtain information regarding the data about himself stored in the Register by making a request to the registry authority.