Making a tool of the Registry of Rightful Proprietors – Risks  



  1.  Who is considered to be the rightful Proprietor?

The rightful proprietor is considered to be the natural person –s to whom ultimately belongs or who ultimately manage –s the legal person in charge, by possessing and/ or by controlling directly or through the possession of shares and/ or voting rights and/ or other ownership rights, and through those shares their bearer or the managing person according to any means.
As an indication of direct control could be considered the possession of a percentage of shares and/ or the ownership right of more than 25% of a legal person by a single natural person.
As an indication of indirect control could be considered the possession of a percentage of shares and/ or the ownership of more than 25% of a company by a legal person, whose control is exercised by a natural person (or, by natural persons) or more legal persons controlled on their part by the same natural person –s.

It is to be noted that there are more means through which control could be exercised, as for instance:
– Through the set-up of control preconditions in order to have unified financial reports in place
– By overviewing the intensity of controls through an agreement among shareholders
– By overviewing the exercise of dominant influence
– By overviewing the authority of appointment of senior administrative members of the legal person in question
Rightful proprietor is to be considered the natural person –s who is-are of a high seniority position within the company, when it is not possible to define any person as the rightful proprietor according to the aforementioned criteria or there are doubts as to whether the person defined as such is actually the rightful proprietor
The companies to be exempt from the aforementioned criteria are the ones who have entered a stock market, hence notification demands have already been met, according to EU legislation or other relevant international standards (which are there to safeguard – with regards to information about the rightful proprietor’s details – the necessary levels of transparency).

2. Special Registry

Corporate and other relevant entities having their seat in Greece are obliged to have their seat registered with a special registry according to article 20, where they also have to register sufficient information regarding the rightful proprietors.

This specific information should at least include the following:

a) Name and Surname

b) Birthdate

c) Nationality

d) Country of residence of the rightful proprietor

e) The kind and

f) The range of the rights they possess

Ιt has to be highlighted the fact that both credit institutions and financial organizations are able to proceed with the formation of common computing systems regarding the registration, the exchange and the storage of sufficient, precise and updated information on the lawful and rightful proprietors of their customers being legal persons both in Greece and abroad, by having an access to the Authority of Counter-fighting the legalization of Income By Terrorist Actions, within the competent authorities, albeit the ones of the Public Prosecution’s Offices or others with an investigating or controlling mandate regarding the field of legalizing income from criminal acts and of terrorism funding.


3. Central Registry

In addition to the special registry, the Law itself provides for the creation of central registry of rightful proprietors on a national level, by complying to the preconditions of Directive 4, i.e. The EU Directive 2015/ 849 of the European Parliament and of the European Council of May 20, 2015, as a Central Registry of Rightful Proprietors of the General Secretariat of Computing Systems (G.S.C.S) under the supervision of the Ministry of Finance, which shall be connected to the Tax Registration Number of every legal person or entity, being able to interconnect with the Hellenic Registry Of Commerce, the Titles’ Depository and any other body where information shall be kept, while the public services of Ministries, Independent Authorities and other sorts of services shall be working together with G.S.C.S and shall be assisting with the provision of data to the Central Registry.


4. Access to Central Registry

The ones accessing the Central Registry without any restriction (and even by being able to transfer data to respective authorities of other EU member-states, after the submission of such a plea by the latter) are as follows:
• The Authority as such
• The competent Public Prosecution’s authorities
• Other such authorities having investigating or supervising competence in the field of legalizing income from terrorist actions and of funding terrorism and other related fundamental offences
• People who are obliged to apply measures of due diligence

Any person or organization that is able to prove special legitimate interest and submit a plea well-documented to the Ministry of Finance is able to get information at least on some certain data from the Central Registry.
The Minister of Finance himself/ herself could set limitations as to information to be accessed after such an advice has been offset by the Authority, in case access as such could bring possible risks to the rightful proprietor and especially that of being susceptible to fraud, kidnap, blackmail, violence or extortion or if the rightful proprietor is of minor age or in any way incapable of contractual responsibilities.


5. Deed under nr. 67343 EX 2019 of the Minister of Finance

In the Official Gazette vol. B’ 2443/ 20-6-2019 the deed under nr. 67343 EX 2019 of the Minister of Finance was published, which arranges the specifics regarding the registration procedure within the Central Registry of Beneficiaries of articles 20 and 21 of law 4557/ 2018 (initial day as of 20-7-2019).
According to article 8 the time and sequence of the (first) registration shall be set, which respectively depends on the kind-category of the legal person or entity.
The same obligation stands for all corporate and other entities that have a seat in Greece or undertake business activities accordingly taxed in Greece. In particular and according to the provisions of article 2 of the deed at hand, the ones obliged to be registered with the Central Registry of Beneficiaries are as follows:

 Non-registered with the Stock Market or any Multifaceted Regulation business entities:     

– General partnerships
– Limited partnerships
– Limited partnerships per shares
– Limited liability
– Single-person Limited liability
– Societes Anonymes (S.As)
– Transport Companies of Limited Liability
– Private Companies
– Subsidiary Companies or branches of national or foreign companies having as rightful proprietor a company registered with the stock market in Greece or abroad

  Maritime-Shipping Companies:

– Shipping companies according to law 959/ 1979 and special maritime businesses (SMB in Greek “ENE”) of article 13 of the legislative decree 2687/ 1953 as registered with the Registry of Maritime Companies of law 959/ 1979
– Shipping companies of recreational purposes of law 3182/ 2003 (in Greek “NEPA-)
– Joint maritime business

Professional Civil Corporations:

– Civil Professional Companies of lawyers
– Civil Professional Companies of Notaries
– Civil Professional Companies of Bailiffs

Non-profit entities:

– Clubs
– Associations
– Foundations
– Civil non-profit corporations
– Non-profit corporations as per article 11 of law 2731/ 1999

Trusts and relevant formations:

– Legal entities of case d’ of article 2 of law 4172/2013
– Foreign trusts whose founder, trustee or beneficiary is a tax resident of Greece
– Foreign foundations


– Civil cooperatives
– Construction cooperatives
– Farming cooperatives
– Credit cooperatives
– Credit cooperatives under the form of a credit institution

   Corporations under bankruptcy regime, under liquidation of special liquidation or under such       similar procedures of unreliability

The aforementioned legal persons and legal entities (let alone all newly-emerged legal persons and entities, as well as the ones proceeding to any possible change of their enlisted data regarding their rightful proprietors, even more so within a strict deadline of 60 days from the day of their formation) are obliged either via their lawful representatives or via the special appointed so persons as per the decision of the competent corporate statutory, to proceed to registration of information as provided for under article 4 and especially information about the legal person or entity as such, its lawful representatives and its rightful beneficiaries.

Non-compliance to any of the above stands for:
– non-issuance of certificate of tax good-standing of the legal persons and entities at hand
– Pecuniary fine of ten thousand euros (10.000, 00€) as per the Authority’s decision, considered as an income of the State Budget and it is to be collected according to legislative decree 356/ 1974 “On the Code of Collecting Public Income”. The Authority along with the fine itself is also to set a deadline regarding compliance to it, while in case of non-compliance or recidivism, the fine shall be doubled.

Article 6 of the decree analyses the unlimited right of access as per the competent Authorities and the limited one as per such persons that according to Law are to be exercising due diligence measures.

The aforementioned liable persons have to keep a five year (print or digital) sufficiently well-documented and updated record, at the seat of the legal person or entity, which is considered to be responsible for keeping such a record, and their obligations read as follows:
– To apply effective techniques and organizational measures in order to acieve permanent process and storage of the record from any possible leakage, alteration, loss, transmission or un-wanted process.
– Not to process it for commercial purposes without any previous notification (and express consent) of the subject natural person.

For any further clarification, please do not hesitate to contact with us.