Disclosure Requirements - Investment Funds - Belgium
Disclosure Category: 2
Clearstream Banking S.A. (“CBL”) may be required, under Belgian Laws, to disclose information relating to clients and ultimate beneficiary owners, upon request, in the case of holding of securities in Belgian Investment Funds.
In order to comply with the local legislation, customers with holdings in Belgian investment funds or entering into transactions in the Belgian market must consent and are hereby deemed to consent to the required legal disclosure. Such consent includes the appointment of the requestor (for example, the Fund Manager, Transfer Agent, Regulator) as their attorney-in-fact, under power of attorney, to collect from CBL the required information to be disclosed. Customers who do not grant such authority cannot hold such investment funds or financial instruments in their accounts with CBL.
Customers are advised that the local laws and regulations may oblige CBL to disclose the requested information on CBL customers and ultimate beneficial owners to the party that is entitled by law to receive such information.
Obligation to report threshold crossings
Article 515 of the Belgian Companies Code allows unlisted limited liability companies to include a disclosure obligation in their articles of association. The articles of association may in this case deviate from the thresholds and notice periods requirements set out in the law dated 2 May 2007 on the publication of important participations (the “Participation Disclosure Law”), taking into account that such threshold may not be lower than 3% of the voting rights.
Anti-Money laundering disclosure requirements
Pursuant to article 73 of the Belgian law of 18 September 2017 on the prevention of money laundering and terrorism financing and restricting the use of cash (the “2017 AML Law”) a Belgian register of ultimate beneficial owners of corporates and other legal entities will be put in place. Corporates and other legal entities have an obligation to obtain and store information with regard to their ultimate beneficiaries and CBL may be requested to provide such information.
Background and legal basis
- Article 515 of the Belgian Companies Code
- Article 73 of the 2017 AML Law
The information contained in the Disclosure Requirements is based on the legal opinion obtained by CBL that was issued on 17 June 2019. CBL believes the information to be correct as of that date but disclaims any responsibility as to the accuracy and completeness of the information after that date. In the case of discrepancy between the information provided by CBL and the local laws and regulations, the latter shall prevail.
CBL wishes to draw the Customer’s attention to the introduction of a new Belgian company’s code by the law of 28 February 2019 on the introduction of the Code of Companies and Associations and other provisions which entered into force on 1 May 2019 and will be applicable to the existing companies as from 1 January 2020, with an opt-in possibility before that date. The information provided in the Disclosure Requirements is strictly limited to the Belgian Companies Code as it applies to existing companies at the date of the issuance of the legal opinion and may not reflect the forthcoming changes. It should be noted that the information contained in the Disclosure Requirements is only provided for information and does not constitute legal advice and Customers should seek advice from independent professional counsel.
Customers are responsible for ensuring compliance with the disclosure requirements and agree to indemnify and hold harmless CBL, for any loss, expense, liability, damage or claims, whether direct or indirect, against or incurred by CBL arising out of or resulting from such non-compliance.