Recent law 4557/2018 incorporates the Directive 2015/ 849 regarding the prevention and the suppression of money laundering and terrorist financing, as well as the protection of the financial system against any risk involved.
The new law replaces the current Law 3691/2008 on the said issue, introduces stricter rules to combat the above crimes, mainly in relation to the obligations of the liable entities (banks etc.) to apply due diligence measures to their clients. These measures indicatively consist of verifying the identity of the beneficial owner of their clients, examining thoroughly their transactions, reporting suspicious transactions to the competent supervisory Authority etc.
As liable entities, are considered, among others, the financial institutions (banks etc.) the certified auditors-accountants, the external accountants – tax consultants, the notaries and the lawyers (when they participate, acting in the name and on behalf of their clients, in financial transactions or transactions in real estate and when they assist in planning or conducting specific transactions for their clients), real estate brokers or credit intermediaries for transactions exceeding EUR 10.000, persons providing services (establishment of head office, trustee, proxy shareholder etc.), to enterprises or trusts, casinos, commercial companies in the industry of automotive, helicopters, aircrafts and leisure crafts in general, etc.
As beneficial owners, are considered the natural persons who ultimately own or exert control over a legal entity (i.e. the client of the liable entities) through direct or indirect ownership of a sufficient percentage of the shares or by other means. The sufficient percentage is set at 25% for a non-listed company. As beneficial owner is also considered any natural person, on whose behalf a transaction or activity is being conducted.
Beneficial Ownership Central Database (BOCD)
Furthermore, a registration obligation is introduced for the clients of the above liable entities and practically for all enterprises.
Specifically, ALL legal entities incorporated in Greece are required to obtain and register with the Beneficial Ownership Central Database (BOCD) accurate and current information on their beneficial owners (shareholders etc), i.e. at least name, date of birth, nationality, country of residence, as well as the nature and extent of the voting rights held.
The BOCD will be kept in the electronic platform of Taxisnet and will be activated by 31.1.2019. Legal entities should register the above information within 60 days as from the launch of the BOCD. Any amendment in the beneficial ownership data should also be effected within 60 days. A ministerial decision shall specify the maintenance and operation details of the BOCD.
In case of non-compliance with the registration obligation, the liable company
- will be deprived from the right to acquire a tax clearance certificate and
- will be subject to a fine of 10.000 euro, by decision of the competent authority, which is duplicated in case of repetition
The above information should also be available by the clients to the liable entities (banks, accountants etc.), in order for the said entities to apply due diligence measures.
Nominalization of shares
In connection with the above, the new Law (L.4548/2018) regulating the operation of Societes Anonyms as from 1/1/2019, provides that as from 1 January 2020 the bearer shares are abolished, whilst the procedure for the nominalization of the existing shares is also determined. In particular, existing SAs with bearer shares, are required, by decision of their board of directors, to determine how shareholders or other beneficiaries should announce to the company their share-based rights in order to be registered in the shareholders' book and issue the new (nominal) titles.
You can download the pdf file here.