Companies
Commercial companies
“The beneficial owner is whoever controls more than 25% of the capital or votes, directly or indirectly. If no one is above that threshold, the directors are.”
Beneficial ownership in Spain (25% threshold): identify, declare and document your beneficial owner
We help you determine the beneficial ownership of your entity, calculate the 25% threshold and indirect control, declare it to the Central Register of Beneficial Ownership, evidence it to banks and notaries, and keep it up to date under Law 10/2010 and the new EU AML package.
Free consultation
We reply within 24 h
- Beneficial ownership threshold
- More than 25%
- Legal definition
- Art. 4, Law 10/2010
- Central register (RCTIR)
- Royal Decree 609/2023
- CJEU judgment
- November 22, 2022
Services
How we handle your beneficial ownership
Six building blocks to identify, declare and keep your beneficial owner up to date, from the 25% calculation to the Central Register and due diligence.
Determination
Who the beneficial owner is (25% calculation)
We analyze the ownership and control structure to determine who owns or controls more than 25% of the share capital or voting rights, or exercises control by other means, and, failing that, who is the beneficial owner by default.
Learn more →
Law 10/201025% thresholdControlUBO
Registry
Declaration to the Central Register of Beneficial Ownership
We prepare and file the beneficial ownership declaration with the RCTIR and the Commercial Registry, avoiding registry closure for failure to declare and keeping the information current.
Learn more →
RCTIRRoyal Decree 609/2023Commercial Registry
KYC
Identifying the beneficial owner at onboarding
As an obliged entity, you must identify and verify the beneficial owner of your customers. We design the identification procedure and the supporting documentation.
Learn more →
KYCDue diligence
Structures
Indirect control and ownership chains
We untangle structures with several intermediate companies, shareholders’ agreements and fiduciary arrangements to identify the actual beneficial owner and document the percentage of indirect ownership.
Learn more →
Indirect controlChains
Documentation
Beneficial ownership deed and supporting evidence
We prepare the beneficial ownership deed (acta de titularidad real), self-declarations and the supporting documents that banks, notaries and supervisors may request for each transaction.
Learn more →
DeedDeclaration
Updates
Maintenance and ongoing due diligence
Beneficial ownership changes with corporate transactions. We put in place a periodic review process to keep the information current and traceable.
Learn more →
ReviewTraceability
Entity types
Beneficial ownership differs by entity type
Commercial companies, foundations and associations, trusts and arrangements without legal personality: each has its own rule for determining the beneficial owner and its own way of declaring it.
Foundations
Foundations and associations
“Where no one controls more than 25% of the votes on the foundation board or the association’s governing board, the members of those bodies as a whole are deemed the beneficial owners.”
Trusts
Trusts and arrangements without legal personality
“Trusts and similar arrangements with their seat or management in Spain must declare their beneficial ownership directly to the Central Register, with their identification details.”
Transactions
Notarial and banking transactions
“Banks and notaries require proof of the beneficial owner for transactions and account openings. Without a clear deed, the transaction slows down or is blocked.”
Why it matters
Why is beneficial ownership critical?
Failing to identify or correctly declare the beneficial owner can lead to registry closure for the company, blocks at banks and notaries and, for obliged entities, breaches that SEPBLAC can penalize.
The most common mistake: identifying the apparent majority shareholder without analyzing indirect control through intermediate companies. The actual beneficial owner may be a different natural person.
Failure to declare has registry consequences: not declaring beneficial ownership, or omitting it when filing the annual accounts, can lead to registry closure (cierre registral) for the company.
Beneficial ownership is not static: it changes with sales of shares, capital increases or reorganizations. If it is not updated, it no longer reflects who really controls the entity.
Royal Decree 609/2023
Registry closure
Failing to identify beneficial ownership or to include the beneficial ownership form can block the company’s registry activity.
Obliged entities
SEPBLAC penalty
Failing to identify the customer’s beneficial owner is a breach of due diligence punishable under Law 10/2010.
Operations
Bank block
Banks and notaries can halt transactions and account openings if the beneficial owner is not clearly evidenced.
Is your beneficial owner properly identified and declared?
Before a bank, a notary or the supervisor asks, it makes sense to calculate the beneficial owner, analyze indirect control and have your entity’s beneficial ownership declared and documented.
Frequently asked questions
Beneficial ownership: common questions
What is beneficial ownership?
Beneficial ownership identifies the natural person who ultimately owns or controls an entity. Under Article 4 of Law 10/2010, the beneficial owner is whoever owns or controls, directly or indirectly, more than 25% of the share capital or voting rights, or whoever exercises control by other means.
It is a core concept in anti-money laundering: behind every customer or entity, it must be possible to identify the natural person who truly stands behind it.
Who is the beneficial owner of a company?
The natural person or persons who own or control more than 25% of the share capital or voting rights, directly or indirectly, or who exercise control by other means.
If no natural person exceeds that threshold, the directors or members of the company’s management body are deemed the beneficial owners.
And in foundations, associations and trusts?
In foundations and associations, if no one controls more than 25% of the votes on the foundation board (patronato) or the governing board, the members of those bodies as a whole are deemed the beneficial owners.
Trusts and similar arrangements with their seat or management in Spain must declare their beneficial ownership directly, including the settlor, the trustee, the beneficiaries and any other persons who exercise control.
What is the Central Register of Beneficial Ownership?
The Central Register of Beneficial Ownership (RCTIR) is a single register for the whole of Spain, managed by the Ministry of Justice, created by Royal Decree 609/2023 and operating since September 19, 2023.
It centralizes beneficial ownership information that used to be scattered (Commercial Registry, General Council of Notaries, Register of Foundations) and also collects it directly from those required to declare.
Who can access beneficial ownership data?
Access is tiered:
- Authorities with prevention and investigation powers: unrestricted access.
- Obliged entities under Law 10/2010: to meet their obligation to identify the beneficial owner.
- Persons with a legitimate interest: since October 19, 2023, subject to proof of that interest.
The CJEU judgment of November 22, 2022 invalidated access by the general public without a legitimate interest, which the Fifth Directive had introduced.
What happens if I do not declare beneficial ownership?
Failing to identify beneficial ownership, or omitting it when filing the annual accounts, can lead to registry closure for the company under Royal Decree 609/2023.
For obliged entities, failing to identify their customers’ beneficial owner is also a breach of due diligence that SEPBLAC can penalize.
How does an obliged entity identify the beneficial owner?
As part of due diligence (KYC), the obliged entity must identify and verify the customer’s beneficial owner: request the ownership structure, analyze direct and indirect control and keep the supporting documents.
It can rely on a certificate from the Central Register, self-declarations and the customer’s corporate documents.
How does the EU AML package affect beneficial ownership?
Regulation (EU) 2024/1624 (AMLR) harmonizes the beneficial owner concept with the 25% threshold and strengthens transparency, and Directive (EU) 2024/1640 (AMLD6) governs central beneficial ownership registers, their EU-wide interconnection and the access regime.
Both apply or must be transposed from July 10, 2027, so it makes sense to have your beneficial ownership properly structured with that date in mind.
People also ask
Beneficial ownership: UBO, indirect control, multiple owners and the register
Are the beneficial owner (titular real) and the UBO the same?
Yes. UBO (Ultimate Beneficial Owner) is the English term for what Spanish law calls the titular real, or beneficial owner. Both refer to the same concept: the natural person who ultimately owns or controls the entity.
How is indirect control calculated?
Where a natural person controls an entity through one or more other companies, their holding is multiplied along the chain. If the result exceeds 25%, or if they exercise control through agreements or special rights, they are a beneficial owner even if their direct holding is smaller.
Can there be more than one beneficial owner?
Yes. An entity can have several beneficial owners if several natural persons exceed the 25% threshold or exercise control. All of them must be identified and declared, with their percentage and the criterion that applies.
How often must beneficial ownership be updated?
It must be kept current: any change in ownership or control (sale of shares, capital increases, reorganizations) requires updating the declaration, and it must be reviewed periodically even if there are no apparent changes.
What beneficial owner data is recorded in the register?
Full name, date of birth, type and number of identity document, country of residence and nationality, the criterion by which the person is a beneficial owner, the percentage held and a valid email address.
Did the CJEU judgment abolish the beneficial ownership register?
No. The judgment of November 22, 2022 did not abolish the register: it only invalidated access by the general public without proof of a legitimate interest. Access by authorities, obliged entities and persons with a legitimate interest remains in place.
Cases and scenarios
How the beneficial owner is determined: scenarios and comparison
There is no single answer: the beneficial owner depends on the ownership and control structure. We help you determine and document it correctly in each case.
What drives the complexity (and cost) of the analysis
Identifying the beneficial owner can be immediate or require a detailed corporate analysis. The effort depends mainly on how many levels of control have to be traced.
- Structure
- A simple company with individual shareholders versus groups with intermediate companies.
- Indirect control
- Ownership chains, shareholders’ agreements, fiduciary arrangements and special voting rights.
- Entity type
- Company, foundation, association or trust, each with its own beneficial owner rule.
- Procedure
- Declaration to the RCTIR and the Commercial Registry, and supporting evidence for banks and notaries.
How we carry out the analysis
We start from the ownership structure and work up to the natural person in control. We document the criterion applied so that it can be defended before the registry, the bank or the supervisor.
- Review of the corporate structure and control percentages.
- Determination of the beneficial owner (direct, indirect or, by default, the directors).
- Declaration to the registry and a documented beneficial ownership deed.
| Scenario | Direct control (>25%) | Indirect control | No shareholder >25% | Foundation / trust |
|---|---|---|---|---|
| Who the beneficial owner is | The natural person with >25% | Whoever controls through the chain | The directors | Foundation board members / trustee and beneficiaries |
| Criterion | Share capital or voting rights | Multiplied holding or control | Legal default (management body) | Control of votes / position in the arrangement |
| How it is evidenced | Deed / register of shareholders | Group structure chart and holdings | Appointment of directors | Bylaws and direct declaration |
| Typical difficulty | Low | High | Medium | Medium-high |
| Declaration | RCTIR / Commercial Registry | RCTIR / Commercial Registry | RCTIR / Commercial Registry | Direct declaration to the RCTIR |
Indicative table. The exact determination of the beneficial owner depends on the specific ownership and control structure; it should be analyzed and documented case by case, especially where there are intermediate companies or shareholders’ agreements.
Operational guide
How to identify and declare beneficial ownership: a practical guide
Identifying the beneficial owner is not about ticking a box: it means following the chain of ownership and control up to the natural person behind it, documenting the criterion and keeping it declared and current. That way your beneficial ownership holds up to review by the registry, the bank or the supervisor.
Follow control, not just the name
The apparent shareholder is not always the beneficial owner. You need to analyze indirect control through intermediate companies, agreements and special rights until you reach the natural person who actually has control.
Document why they are the beneficial owner
Naming a person is not enough: you need to record the criterion (percentage of share capital, voting rights, control by other means or legal default) and the percentage, so that the declaration can be defended.
Keep beneficial ownership up to date
The structure changes with corporate transactions. Declaring once is not enough: you must update the Central Register and the documentation when ownership or control changes.
Beneficial ownership checklist in 10 steps
- Entity type: identify whether it is a company, foundation, association, trust or arrangement without legal personality.
- Ownership structure: obtain the table of shareholders, holdings and voting rights.
- 25% threshold: identify the natural persons who exceed that percentage, directly or indirectly.
- Indirect control: analyze ownership chains, shareholders’ agreements and special rights.
- Control by other means: assess whether anyone exercises control without reaching 25% of the share capital.
- Default case: if no one exceeds the threshold, identify the directors as beneficial owners.
- Criterion and percentage: document why each person is a beneficial owner and with what percentage.
- Registry declaration: file the beneficial ownership declaration with the RCTIR and the Commercial Registry.
- Supporting documents: prepare a deed or self-declaration for banks, notaries and obliged entities.
- Updates: review periodically and whenever ownership or control changes.
If you want to determine or review your beneficial ownership, see our anti-money laundering (AML/CFT) practice area or the details on the beneficial owner (UBO).
Beneficial ownership in practice
From the org chart to the beneficial owner declaration
Determining beneficial ownership is not solved by ticking a box: you have to follow control up to the natural person, set the criterion, declare it in the register and keep it current. Here is a visual overview of how it works in practice.
1) DetermineDetermine: follow control
The goal is not to name the visible shareholder but to reach the natural person in control. The 25% threshold and indirect control drive the analysis.
- Share capital and voting rights
- Direct and indirect control
- Default case: directors
2) DeclareDeclare: register and supporting evidence
Beneficial ownership is declared to the Central Register and the Commercial Registry. Failure to declare can lead to registry closure for the company.
- RCTIR (Royal Decree 609/2023)
- Commercial Registry and annual accounts
- Beneficial ownership deed
3) Identify (KYC)Identify: due diligence
As an obliged entity, you must identify and verify your customers’ beneficial owner and keep the supporting evidence. It is one of the points that most often fails in inspections.
- Customer ownership structure
- Verification of the beneficial owner
- Record keeping
4) MaintainMaintain: keep it current and traceable
Beneficial ownership changes with corporate transactions. Periodic review and register updates keep the information true to who really controls the entity.
Tip: banks, notaries and supervisors ask for current data; an old deed that no longer reflects ownership creates friction in every transaction.
Quick decisionPractical map: who is your beneficial owner?
Shareholder with >25%
Beneficial owner: that natural person, directly or indirectly, with their percentage and criterion.
No one exceeds 25%
Default beneficial owner: the directors or members of the management body.
Foundation / trust
Foundation board members or governing board, or the trustee and beneficiaries; with a direct declaration to the Central Register.
Beneficial ownership playbook
Beneficial ownership in practice
Determination
Analysis of ownership and control up to the natural person who exceeds 25% or controls by other means.
Group structure chart, table of shareholders and calculation of direct and indirect holdings.
Criterion
Justification of why each person is a beneficial owner (capital, votes, control or legal default).
Determination memo with criterion, percentage and sources.
Declaration
Declaration of beneficial ownership to the Central Register and the Commercial Registry, avoiding registry closure.
RCTIR acknowledgment of receipt, beneficial ownership form and evidence in the annual accounts filing.
Identification (KYC)
For obliged entities, identification and verification of the customer’s beneficial owner as part of due diligence.
KYC file with ownership structure and verification evidence.
Updates
Periodic review, and review after corporate changes, to keep beneficial ownership current and traceable.
Log of updates and a new declaration after each relevant change.
Common beneficial ownership mistakes
Spot them before the registry, the bank or the supervisor does.
- Identifying the apparent shareholder without analyzing indirect control through intermediate companies.
- Forgetting the default case: when no one exceeds 25%, the beneficial owners are the directors.
- Not documenting the criterion or the percentage that makes each person a beneficial owner.
- Omitting the declaration to the registry or in the annual accounts filing, with a risk of registry closure.
- Declaring only once and not updating after sales of shares or reorganizations.
Operational glossary
Key beneficial ownership concepts
If you are determining or declaring beneficial ownership, these terms come up in the corporate analysis, in the register and in dealings with obliged entities. Understanding them well helps you document it correctly.
Beneficial ownerCore
Titular real or beneficiario efectivo in Spanish
The natural person who ultimately owns or controls more than 25% of the share capital or votes of an entity, or who exercises control by other means. Failing that, the directors.
Defined in: Article 4 of Law 10/2010.
UBOEquivalent
Ultimate Beneficial Owner
The English name for the beneficial owner (titular real). Same concept: the natural person who ultimately controls or benefits from the entity.
Beneficial owner (titular real) = UBO.
25%Threshold
Control threshold
The benchmark percentage: owning or controlling more than 25% of the share capital or voting rights makes a natural person a beneficial owner.
Directly or indirectly through the ownership chain.
RCTIRRegister
Central Register of Beneficial Ownership
Single national register managed by the Ministry of Justice that centralizes beneficial ownership information, operating since September 19, 2023.
Created by Royal Decree 609/2023.
Indirect controlStructure
Control through the chain
Where a natural person controls an entity through other intermediate companies. It is calculated by multiplying holdings along the chain.
Key in groups and complex structures.
Legitimate interestAccess
Access to the register
Anyone who proves a legitimate interest has been able to access beneficial ownership data since October 19, 2023. Access by the general public without such an interest was invalidated by the CJEU.
CJEU judgment of November 22, 2022.
Registry closureConsequence
Blocking at the registry
Consequence provided for in Royal Decree 609/2023 for failure to identify beneficial ownership or for omitting it when filing the annual accounts.
It affects the company’s registry activity.
Legal defaultScenario
Fallback beneficial owner
When no natural person exceeds 25%, the directors or members of the entity’s management body are deemed the beneficial owners.
Also applies to foundation boards and associations’ governing boards.
AML packageEU 2024
AMLR and AMLD6
The AMLR (Regulation 2024/1624) harmonizes the beneficial owner concept and AMLD6 (Directive 2024/1640) governs central registers and their interconnection. Application and transposition from July 10, 2027.
They strengthen beneficial ownership transparency in the EU.
Contact
Book a call
Tell us about your entity’s structure and we will help you determine who the beneficial owner is, declare it correctly and document it for banks, notaries and supervisors.
Legal framework for beneficial ownership in Spain: Law 10/2010, Royal Decree 609/2023 and the central register
The concept of beneficial owner is defined in Article 4 of Law 10/2010 of April 28 on the prevention of money laundering and terrorist financing: the natural person who owns or controls, directly or indirectly, more than 25% of the share capital or voting rights, or who exercises control by other means, and, failing that, the directors. Identifying the beneficial owner is a due diligence obligation of obliged entities, implemented by Royal Decree 304/2014.
The Central Register of Beneficial Ownership (RCTIR)
Royal Decree 609/2023 of July 11 created the Central Register of Beneficial Ownership, a single national register managed by the Ministry of Justice that has been operating since September 19, 2023. It centralizes information that was previously scattered across the Commercial Registry, the General Council of Notaries and the registers of foundations and associations, and also collects it directly from trusts and arrangements without legal personality that have their seat or management in Spain.
Access to the register and the CJEU judgment
Access is tiered: prevention and investigation authorities, obliged entities under Law 10/2010 to meet their obligations, and persons with a legitimate interest since October 19, 2023. The judgment of the Court of Justice of the EU of November 22, 2022 (Cases C-37/20 and C-601/20) invalidated the access by the general public without proof of a legitimate interest that the Fifth Directive had introduced, because of its impact on the rights to respect for private life and to the protection of personal data.
Consequences of not declaring beneficial ownership
Royal Decree 609/2023 provides for registry closure for the company where the beneficial ownership form is not completed or is omitted when filing the annual accounts. For obliged entities, failing to identify the customer’s beneficial owner is also a breach of due diligence that SEPBLAC can penalize.
The EU AML package
Regulation (EU) 2024/1624 (AMLR) harmonizes the beneficial owner concept with the 25% threshold and strengthens its transparency, and Directive (EU) 2024/1640 (AMLD6) governs central beneficial ownership registers, their EU-wide interconnection and the access regime, with application and transposition from July 10, 2027.
AML / beneficial ownership services
Related areas
Resources and blog
Official sources
Key legislation, linked to the official text:
- Royal Decree 609/2023 of July 11, creating the Central Register of Beneficial Ownership and approving its RegulationBOE · consolidated text
- Law 10/2010 of April 28 on the prevention of money laundering and terrorist financingBOE · consolidated text
- Regulation (EU) 2024/1624 of May 31, 2024 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financingEUR-Lex · Official Journal of the EU
Legislation and links reviewed in .