Beneficial Ownership Register: what firms advising on transactions should know
The Central Beneficial Ownership Register, created by Royal Decree 609/2023, centralises information on who controls companies and other entities. For firms involved in corporate transactions it is both an obligation of their clients and a due diligence tool.
Knowing who is really behind a company is one of the first questions in any corporate transaction. Since 2023, Spain has had a specific instrument to answer it: the Central Beneficial Ownership Register, created by Royal Decree 609/2023 of 11 July, published in BOE no. 165 of 12 July 2023.
For firms advising acquisitions, financings or restructurings, the Register has two faces. It is an obligation of their clients, who must declare their beneficial owners. And it is a due diligence tool for the firm itself when, as an obliged entity for anti-money laundering purposes, it must identify who is on the other side.
What it is and who manages it
Under Article 1 of its Regulation, it is an electronic register, central and unique throughout the national territory, which collects and publishes information on the beneficial ownership of Spanish legal persons and certain entities without legal personality. Trusts and similar arrangements that wish to operate in Spain, carry out occasional transactions or acquire real estate are registered in a special section.
Article 2 places it in the Ministry of Justice, based in the Directorate-General for Legal Certainty and Public Faith. It operates electronically.
The royal decree develops the third and fourth additional provisions of Law 10/2010, on the prevention of money laundering and terrorist financing. It came into force, in general, on 19 September 2023, under its fifth final provision, which sets some different dates for certain paragraphs.
What data is declared
Article 4 distinguishes three blocks:
- For each beneficial owner: full name, date of birth, identity document and country of issue, country of residence, nationality, the criterion under which they are considered a beneficial owner, percentage of holding and an email address. If there is no beneficial owner in the strict sense, the directors are considered as such.
- For trusts: similar data, plus the identity of settlors, trustees, protectors and beneficiaries.
- For the entity: name, tax identification number, legal form, nationality and registered address.
Deadlines
| Obligation | Deadline under the Regulation |
|---|---|
| Initial declaration | One month at most from incorporation |
| Changes in beneficial ownership | Ten days at most |
| Annual declaration | In January, by electronic means |
| Trusts in the special section | Before starting activities |
If there have been no changes, the annual declaration consists of confirming it. For commercial companies, the third additional provision specifies that the ten-day period runs from the day after the change becomes known.
Who can consult it
Article 5 regulates access at several levels:
- Authorities (Article 5.1). Those competent in the fight against money laundering and terrorist financing have free, unrestricted access.
- Obliged entities (Article 5.2). They can access current information and request electronic certificates to meet their due diligence obligations. This is the route of interest to firms subject to Law 10/2010.
- Legitimate interest (Article 5.3). The Register gives access to limited data to anyone who proves a legitimate interest. That interest is presumed for the media and for civil society organisations dedicated to preventing money laundering and terrorist financing.
- Restrictions (Article 5.7). When access could expose the beneficial owner to a disproportionate risk, the Register may deny it at the person's request. The maximum period to decide is six months, and silence means rejection.
What changes for a firm in a transaction
In practice, the Register affects three moments of a transaction.
Before accepting the engagement. If the firm is an obliged entity, consulting the Register is one of the tools for identifying the client's beneficial owner. It does not replace the firm's own diligence, but helps cross-check it. We explain it in the guide to anti-money laundering at law firms.
In due diligence. The Register's information lets you check the target company's control structure and spot discrepancies with what the seller declares. Any difference deserves a question before closing.
After closing. A sale of shares can change beneficial ownership. The ten-day period requires coordinating the update with the other post-transaction steps, so the client does not breach through oversight.
Recommendations
- Include the beneficial ownership declaration in the post-closing task lists of every transaction.
- Remind clients of the annual declaration in January, also when there are no changes.
- Document consultations of the Register made as part of due diligence.
- Review the structure of the firm's own professional companies, which are also legal persons, as we explain in our review of the professional law firm company.
Meeting these obligations fits with other internal organisation requirements of firms, such as the whistleblowing channel. More analysis in Big law firms and lateral moves.
Fuentes
- Real Decreto 609/2023, de 11 de julio, por el que se crea el Registro Central de Titularidades Reales y se aprueba su Reglamento (BOE-A-2023-16159). Accessed 18 October 2026.
- Ley 10/2010, de 28 de abril, de prevención del blanqueo de capitales y de la financiación del terrorismo (BOE-A-2010-6737). Accessed 18 October 2026.
The specific data in this article come from the official sources cited.
