Digitalisation, UBO and CBE: is your company ready for the next wave of compliance?

Many entrepreneurs only pay attention to legal formalities when a bank requests additional documentation, an inspection is announced or a publication urgently needs to be filed. Understandably so, as running a business is first and foremost about customers, employees and growth.

In practice, however, we increasingly see that these administrative obligations have a direct impact on companies’ day-to-day operations. Recent developments concerning JustAct, UBO registrations and registrations in the Crossroads Bank for Enterprises (CBE) show that public authorities are placing an ever-greater emphasis on digitalisation, transparency and data quality.

Companies that get their compliance in order today not only avoid problems tomorrow, but also build trust with banks, investors, customers and other stakeholders.

JustAct: (finally) less paperwork

The digitalisation of corporate formalities has accelerated significantly in recent years. One of the most visible changes is the further rollout of JustAct, the digital platform for filing publication documents.

For companies, this represents an important simplification. Whereas until the end of June 2026 original documents could only be filed physically with the registry of the enterprise court, an increasing number of procedures can now be completed entirely digitally. This saves time, reduces administrative burdens and speeds up the processing of publications.

This also offers significant benefits for companies with foreign shareholders or directors. International shipments, physical signatures and the delivery of original documents often slowed down the process.

Importantly, a company can grant a digital power of attorney to its accountant, legal adviser or another authorised representative to file publication documents on its behalf.

For Belgian directors, granting such a power of attorney is generally straightforward and can be done digitally, for example via eID or itsme. For international directors, however, the process is not always as straightforward. Depending on the country of origin and the available identification and signature options, additional formalities may be required before the power of attorney can be activated digitally.

For internationally structured companies, this means that while the digitalisation of publication filings is an important step forward, in practice it does not yet result in a fully digital and uniform process in every situation. Timely preparation therefore remains important, particularly when foreign directors are involved.

What does this mean in practice for your company?

If your company has foreign directors or shareholders, it is advisable to prepare future publications well in advance.
Although JustAct simplifies many corporate formalities, international cases may still require additional administrative steps. Proper preparation helps avoid unexpected delays, particularly in legally time-sensitive matters.

UBO register: not only registering, but also being able to provide evidence

The UBO register has become familiar territory for most companies. Yet we find that many companies still focus on one question: “Are the correct individuals registered?”. Today, it is at least as important to ask: “Can we also substantiate that registration?”. This distinction is becoming increasingly relevant.

Banks and other compliance parties have recently gained the ability not only to consult the registered information, but also to review the underlying supporting documents. As a result, the quality of the entire UBO file is becoming a key consideration.

A correctly completed registration alone is no longer sufficient. The registered information must be supported by documents that unequivocally demonstrate why a person has been registered as an ultimate beneficial owner. Depending on the structure, these may include:

• shareholders’ registers
• articles of association
• publications in the Annexes to the Belgian Official Gazette
• organisational charts
• transfer deeds
• shareholders’ agreements
• certificates or other evidence of ownership or control.

If the registration does not correspond with the underlying documentation, this may lead to additional questions from banks, compliance departments or supervisory authorities and, in some cases, even to notifications to the Treasury.

In practice, we also find that companies are often incorrectly informed about the consequences of an incorrect or incomplete UBO registration. In the event of non-compliance with the aforementioned UBO obligations, the UBO administration may proceed with the ex officio removal of the company’s registration from the CBE.

It is sometimes assumed that simply correcting the UBO registration will automatically reverse this removal from the CBE. However, this is not the case.

Once the situation has been regularised, the company itself must submit a request to have the removal entry withdrawn.

Only after the administration has established that both the registration and the supporting documentation are correct and complete will it take the necessary next steps to reverse the company’s removal from the CBE. This generally takes around ten days.

The key takeaway?

Do not treat your UBO register as a mere administrative formality, but as a compliance file that must remain up to date, consistent and defensible at all times.

CBE activities: the right time to align registration with reality

Another important exercise awaits companies towards the end of the year.

Of the activities registered in the CBE, the so-called NACE-BEL codes, companies will be able to retain a maximum of five principal activities. A critical review is therefore essential.

These principal activities must correspond to the activities that effectively generate the largest share of the company’s turnover.

Other activities will not necessarily disappear from the registration, but must be included as secondary activities.

At first sight, this may appear to be a purely administrative adjustment. In reality, however, this exercise provides an excellent opportunity to compare and assess the company’s articles of association and registrations.

In practice, we regularly find that:

• activities remain registered even though they have not been carried out for years
• new activities have never been added to the CBE
• the company’s actual activities no longer correspond to the corporate purpose set out in its articles of association.

The latter is particularly important.

Companies may only carry out activities that fall within the scope of their corporate purpose as defined in their articles of association. When a company develops new services, expands its activities or enters new markets, it should therefore assess whether its corporate purpose still reflects the reality of the business.

Companies should therefore check whether their actual activities, CBE registration and corporate purpose are aligned.

Many companies only discover during a financing application, due diligence process or inspection that these three elements are no longer aligned. At that point, rectification is often still possible, but rarely without delays or additional costs.

Check your information in good time rather than waiting until an inspection takes place.

Compliance as a strategic asset

The common thread running through these three developments is clear: today, public authorities expect not only accurate registrations, but also companies that actively manage their legal documentation and keep it up to date.

JustAct requires attention to digital processes and (international) signature procedures. The UBO register requires not only accurate information, but also conclusive supporting documentation. The reform of CBE activity registrations, meanwhile, offers companies a unique opportunity to realign their actual activities, registrations and articles of association.

An up-to-date and consistent corporate file helps companies respond efficiently to questions in the context of financing, investments, acquisitions and international growth.

Are you unsure whether your UBO file, CBE registration, articles of association or publication obligations still reflect your company’s current situation? Grant Thornton’s specialists can help you assess your corporate documentation and update it where necessary.