January 2025 – With effect from 15 January 2025, Slovak Act No. 297/2008 Coll. on the Protection against Legalisation of Proceeds from Crime and on the Protection against Financing of Terrorism (the AML Act) has been amended to expand the definition of ultimate beneficial owner (the UBO). While the original criteria for identifying UBO remain in force, some other natural persons will be now newly identified as UBOs under the AML Act.
1 Who qualifies as a UBO under the amended criteria?
1.1 General partnership and limited partnership
For a general partnership (in Slovak: verejná obchodná spoločnosť) and a limited partnership (in Slovak: komanditná spoločnosť), a UBO is a natural person who:
(a) is a shareholder of the company, i.e. each shareholder, irrespective of the amount of their ownership interest and shareholder’s rights;
(b) directly or indirectly, through an ownership interest or otherwise, controls a shareholder who is a legal person.
1.2 Foreign trust fund
In the case of a trust established under the law of another country or a similar legal structure established under the law of another country (the Foreign Trust Fund), a UBO is a natural person who:
(a) is the settlor of the Foreign Trust Fund;
(b) is the trustee of the Foreign Trust Fund;
(c) is the person supervising the administration of the Foreign Trust Fund;
(d) is a beneficiary of the Foreign Trust Fund or a class of persons who benefit significantly from the establishment or operation of the Foreign Trust Fund;
(e) exercises effective control over the property entrusted to the Foreign Trust Fund through direct or indirect ownership or other means, and does not fall under the definition set out in paragraphs (a) - (d).
1.3 Silent shareholder
A UBO will also be a natural person who is entitled to an economic benefit of at least 25% of the business of a legal person in which they are a silent shareholder under a shareholder agreement.
1.4 Non-profit organisations, foundations and non-investment funds
The group of natural persons identified as UBO is extended in the case of non-profit organisations, foundations and non-investment funds (the Asset Pool) to include a natural person who:
(a) is the beneficiary of at least 25% of the funds provided by an Asset Pool;
(b) is appointed to represent and protect the interests of beneficiaries of an Asset Pool.
2 What should I do if I am now a UBO?
If you fall under any of the above criteria, you will need to make sure that the change is registered with the relevant register and notify the relevant authorities.
2.1 Commercial register
Natural persons identified as UBO must be registered in the Commercial Register using the form provided for this purpose within 30 days after 15 January 2025.
2.2 Register of Public Sector Partners
Changes to UBOs or newly identified UBOs must be registered in the Register of Public Sector Partners within 60 days after 15 January 2025.
2.3 Regulatory and administrative authorities
You are advised to promptly notify any regulatory and administrative authorities, to whom you have previously notified a UBO, about the changes in identification of such persons in accordance with the amendment to the ALM Act described above.