Beneficial Ownership Register (BOR) in Slovenia

In October 2016, the Slovenian Parliament passed a new Act on Prevention of Money Laundering and Terrorist Financing (Zakon o preprečevanju pranja denarja in financiranja terorizma; "ZPPDFT-1"), which harmonizes Slovenian law with the anti-money laundering Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 ("AMLD 4").

In line with the requirements of AMLD 4, ZPPDFT-1 inter alia foresees the establishment of a beneficial ownership data register ("BOR"), which will formally be established on 11 December 2017 and will be accessible via the website of the Agency of the Republic of Slovenia for Public Legal Records and Related Services (Agencija Republike Slovenije za javnopravne evidence in storitve) ("AJPES";

Affected Legal Entities

The obligation to collect, store and register data on beneficial ownership into the BOR affects the following entities:

  • Slovenian commercial companies (limited liability companies, joint stock corporations etc),
  • other Slovenian legal entities (e.g. associations, institutions, political parties, trade unions etc), and
  • foreign funds, foreign institutions or similar foreign (i.e. non-Slovenian) entities with tax obligations in Slovenia.

On the other hand, the following entities are explicitly excepted from the obligations outlined above:

  • sole proprietors (s.p.) and other individuals performing independent business activities,
  • single-shareholder limited liability companies (i.e. limited liability companies with a natural person as sole shareholder and representative),
  • direct and indirect budget users, and
  • listed companies, which are bound to disclose relevant ownership information based on EU laws (or other comparable international standards).

Definition of "Beneficial Owner"

Pursuant to the ZPPDFT-1, a beneficial owner is a natural person who:

  • directly or indirectly holds more than 25% of the (business) shares or voting rights in a legal entity,
  • has otherwise obtained management control over such legal entity, or
  • directly or indirectly provided the relevant legal entity with funds or assets, resulting in the power to supervise, direct or in any other way exercise influential power over the management.

In case that the (ultimate) beneficial owner cannot be determined on the basis of the above criteria, the individual top management members of the affected legal entity are considered "beneficial owners" of such legal entity.

Registration of Data

The registration of relevant data into the BOR (i.e. name, address of permanent and temporary residence, date of birth, tax identification number, citizenship, size of the share, date of registration etc) will be possible electronically via a special web-portal available on the AJPES website from 11 December 2017 onwards, whereas the ZPPDFT-1 does not provide for the requirement to upload additional documentation, official excerpts or other justification of data; rather, it is solely responsibility of the management of the affected legal entity to ensure accuracy and correctness of registered data.

Already established (and registered) legal entities have to register the relevant data into BOR by 19 January 2018 the latest, while new legal entities have to upload the relevant information within 8 days from registration with the Slovenian commercial register. Further, any changes in the beneficial ownership structure occurred after such due dates have to be registered within 8 days from the occurrence of the respective change.

Details as to the practical handling and maintenance of the BOR are outlined in the Rules on establishing, maintenance and keeping of the RDL (Pravilnik o vzpostavitvi, vzdrževanju in upravljanju RDL), which shall enter into force on 9 December 2017.

Publication and Access to the BOR

The data on beneficial ownership of legal entities will be available on the AJPES website via a special online search tool (eRDL) from 19 January 2018 onwards.

In general, all relevant data will be publicly available and accessible free of charge. "Sensitive data" (such as date of birth and citizenship of beneficial owner(s) etc) will, however, only be accessible to law enforcement agencies, courts, as well as legal entities upon conducting a KYC test. Individual persons will in principle only be granted access to "sensitive data" upon demonstrating a legitimate interest in acquiring such data.

Legal Consequences of Non-Compliance

A legal entity which fails to store data and documentation on beneficial ownership may face fines in the amount of up to EUR 120,000, while the responsible person within such legal entity may face fines in the amount of up to EUR 4,000.

A legal entity which fails to determine, register, store or timely update data on beneficial ownership may face fines in the amount of up to EUR 60,000, while the responsible person within such legal entity may in such cases face fines in the amount of up to EUR 2,000.