By: Rodrigo Garcia Ocampo
Partner director
Email: [email protected]
Since January 2022, the Directorate of National Taxes and Customs (DIAN) made available the Single Registry of Final Beneficiaries (RUB), a mechanism aimed at companies in the country as the means by which legal persons and structures without legal personality or similar must provide the information of their final beneficiaries on the dates established in accordance with Resolution 000164 of 2021 modified by Resolutions 00037 and 001240 of 2022, whose expiration term of the formal obligation is about to expire.
“The final beneficiaries of legal entities are natural persons who, individually or jointly, are owners or beneficiaries of 5% or more,” says Law 2155 of 2021 of Colombia.
The Law also mentions that “The beneficiaries of structures without legal status are natural persons who have qualities such as: settlor, trustee, trust committee, trustee and anyone who exercises final control of assets and benefits.”
RUB terms
The deadline to provide the initial information in the RUB is until July 31, 2023 for legal entities and structures without legal status or similar constituted, created or bound on May 31, 2023.
For legal persons and structures without legal status or similar constituted, created or obliged as of June 1, 2023, the term is two months following the registration in the RUT or in the SIESPJ, or at the moment in which they are obliged in accordance with article 4 of Resolution 000164 of 2021.
The RUB obligation schedule for the initial report and its update is as follows:
The RUB
The Single Registry of Final Beneficiaries (RUB) is a formal obligation that legal persons and structures without legal status or similar must comply with the Directorate of National Taxes and Customs (DIAN), consisting of reporting the information of the natural persons who control or benefit from such entities by the entity’s Corporate Governance.
The objective of the RUB is to strengthen transparency and prevent money laundering, terrorist financing and the proliferation of weapons of mass destruction.
Forced to report
Those obliged to provide information in the RUB are legal entities and structures without legal status or similar that are registered in the Single Tax Registry (RUT) or in the Identification System for Structures Without Legal Status (SIESPJ).
Public establishments or organizations, decentralized entities (with the exception of mixed economy companies) and national companies in which 100% of their participation is public are excluded from the RUB; Likewise, embassies, diplomatic missions, consular offices, international organizations or agencies accredited by the National Government will be.
To provide the information in the RUB, the obligors must enter the DIAN web portal and fill out the electronic form provided for this purpose.
The information that must be reported includes the general data of the obligor, the identification and contact data of the final beneficiaries, the percentage of participation or benefit, the type and means of control, and the start and end date of the relationship.
Obligors must carry out a due diligence procedure to identify and verify their final beneficiaries, and keep the supporting documentation for a minimum term of five years from the moment the information is provided in the RUB.
Before preparing the RUB, entities must carry out the following prior procedures:
• Update the RUT with the responsibility 55 derived from the RUB, which could be updated ex officio by the DIAN.
• Identify the final beneficiaries, that is, the natural persons who own, control or ultimately benefit from the entity.
• Compile the necessary information on the final beneficiaries, which must be true, complete and up-to-date.
• Carry out a due diligence process to verify and corroborate the information obtained from the final beneficiaries.
The due diligence procedure involves conducting a thorough investigation on the beneficial owners in order to obtain and corroborate accurate and reliable information.
This may include requesting identification documents, proof of address, affidavits, and other relevant documentation.
The corroborative information obtained must be kept for a minimum period of five years, counted from the date the entity ceases to exist or the relationship with the final beneficiary ends.
The information provided in the RUB must be updated each time there is a change in the reported data, within the month following the date on which the event that generates the change occurs, in accordance with the terms established in Resolution 000164 of 2021 and its amendments.
Likewise, an annual confirmation of the information must be made within the month following the close of the taxable year.
The procedure for uploading massive or individual data for the RUB is detailed in the Technical Annex of Resolution 000164 of 2021, modified by Resolution 001240 of 2022.
The loading of massive data is done through the electronic transmission of flat files with the required information, prior validation and digital signature.
The loading of individual data is done through the manual completion of Format 2687 “Report of Final Beneficiaries” and 2688 “Load of Final Beneficiaries”.
Failure to comply with the RUB may lead to sanctions for not sending information, for sending untimely information or for sending inaccurate, incomplete or inconsistent information, in accordance with the provisions of the Tax Code.
final beneficiaries
The final beneficiaries are natural persons who meet any of the following criteria:
• Be the owner, directly or indirectly, of 5% or more of the capital or of the voting rights of the legal entity or structure without legal entity or similar.
• Benefit from 5% or more of the assets, returns or profits of the legal person or the structure without legal or similar status.
• Exercising direct or indirect control over the legal person or structure without legal or similar status by any means other than the above.
• Holding the position of legal representative or having greater authority in relation to the management or management functions of the legal entity or structure without legal entity or similar, when no final beneficiary is identified under the above criteria.
The beneficiaries of structures without legal status or similar in Colombia are natural persons who have any of the following qualities:
• Settlor(s), settlor(s), constituent(s) or similar or equivalent position;
• Trustee(s) or similar or equivalent position;
• Trustee committee, finance committee, or similar or equivalent position;
• Trustee(s), beneficiary(ies) or conditional beneficiary(ies); and
• Any other natural person who exercises effective/final control, or who has the right to enjoy and/or dispose of the assets, benefits, results or profits.
The SIESPJ
The SIESPJ is the system through which structures without legal status or similar that are not required to register in the RUT must obtain an Identification Number for Structures Without Legal Status (NIESPJ), which will allow them to provide the information in the RUB.
The information that must be reported in the SIESPJ includes the general data of the structure, the identification and contact data of the legal representative or administrator, and the identification and contact data of the public accountant or fiscal auditor, if applicable.
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