Central Register of Real Ownership (RCTIR)

Central Register of Real Ownership (RCTIR)

On September 19, 2023, the Royal Decree 609/2023, dated July 11, 2023, the incorporation of the Central Register of Real Ownership (“RCTIR”) and approving its operating regulations came into effect. This regulatory framework aims to fulfill the imperative need to comply with the third and fourth additional provisions of Law 10/2010, dated April 28, regarding the prevention of money laundering and terrorist financing.

Definition of Real Owners

To fully comprehend the scope and application of the RCTIR, it is essential to clarify the definition of real owners in the Spanish legal framework.

In this context, real owners are considered those individuals who, directly or indirectly, own or control more than 25% of the capital or voting rights of a legal entity. In the absence of individuals meeting these criteria, the condition of a real owner will fall on the management body. Likewise, in Foundations, members of the Board of Trustees are considered real owners, and in the case of Associations, members of the governing body or Board of Directors.

Management and Operation of the Central Register of Real Ownership

The management of the Central Register of Real Owners falls under the Ministry of Justice, with its headquarters at the General Directorate of Legal Security and Public Faith. The registry will operate electronically, accessible 24 hours a day, every day of the year.

Information regarding Spanish legal entities for the RCTIR will be obtained from official sources such as the College of Registrars of Property, Mercantile and Movable Property of Spain (through the Mercantile Registers) or the General Council of Notaries. Additionally, the registry will include trusts and other analogous instruments to those operating in Spain, with direct declaration by the trustee.

A transitional period of 9 months is planned from its implementation, no later than June 19, 2024, during which coordinated data transfer to the RCTIR will take place from various competent registries.

The information recorded in the RCTIR will be preserved and updated during the existence of legal entities or entities without legal personality, for a period of ten years after their termination.

In cases where entities without legal personality establish business relationships, carry out occasional transactions, or acquire real estate in Spain, the information will be maintained for ten years after the end of the business relationship, sale of the property, or termination of the occasional transaction, which must be communicated to the registry.

Access to the Central Register of Real Ownership

The Central Register of Real Owners will be freely and unrestrictedly accessible to competent authorities in the prevention, detection, investigation, and prosecution of crimes related to terrorism financing, money laundering, and their antecedent crimes, both nationally and from other European Union member states.

Obligated entities will also have access to the current information contained in the Central Register and may obtain electronic certification or an extract to comply with their obligations regarding the identification of the real owner.

In addition to the aforementioned, individuals or organizations demonstrating a legitimate interest will have access to information regarding the real ownership of entities.

Relevance of the RCTIR and Consequences for Lack of Identification

The significance of the RCTIR is further emphasized when considering the legal consequences arising from non-compliance with identification and information obligations.

According to the Regulations of the Mercantile Registry, the lack of identification in the real ownership record or the omission in the deposit of annual accounts, when mandatory, will result in registry closure as stipulated in Article 378 of the mentioned Regulations.

This registry closure not only entails legal sanctions but also has practical implications, limiting the entity’s capaciity to conduct operations and participate in commercial transactions until its situation is regularized with the RCTIR.