November 2025 – Austria recently introduced further amendments to the Beneficial Owner Register Act (WiEReG – BORA), which are intended to reduce structural opacity in beneficial ownership structures. In practice, the most relevant measures concern extended reporting obligations for nominee agreements (trust relationships).
New key definitions
The changes relating to nominee agreements came into force on 1 October 2025. The new Section 2a of the BORA introduces three key terms: nominee, nominator, and nominee director, whereas:
- a “nominee” is a natural person, legal entity, or group of the foregoing who is instructed by the nominator to act as an owner or in a trustee function for the nominator;
- a “nominator” is a natural person, legal entity, or group of the foregoing who directly or indirectly instructs a nominee to act as an owner or in a trustee function for the nominator;
- a “nominee director” is a natural person or legal entity who routinely performs the function of managing a legal entity in their own name and subject to the direct or indirect instructions of the nominator; and
- a “nominee agreement,” which refers to a formal or informal agreement between two of these groups in which either the nominee or the nominee director undertakes to act on behalf of the nominator.
Legal entities are required to take appropriate measures to identify and understand nominee agreements relating to their shares. At the same time, nominees and nominee directors are obliged to collect accurate and up-to-date information about the identity of the nominator and its beneficial owners. This information, as well as their own status as nominee or nominee director, must be disclosed to the legal entity and made available to the competent authorities upon request.
The BORA does not limit nominee agreements to a certain share percentage threshold. Therefore, any nominee agreement—including concerning shares of 25% or less—qualifies as a nominee agreement.
However, for reporting purposes a distinction must be made between relevant agreements establishing beneficial ownership and non-relevant nominee agreements that do not establish beneficial ownership (see below).
As expressly stated in the BORA, a natural person does not automatically qualify as a UBO on the basis of their status as a nominee or nominee director. The existence of a nominee agreement alone does not allow any direct conclusions to be drawn about rights of influence or control.
Reporting of nominee agreements
It should be noted that for legal entities subject to reporting requirements, all existing nominee agreements—both relevant and non-relevant—are subject to the reporting requirements of Section 5 of the BORA and must be reported to Statistics Austria (the processing entity of the UBO register). This applies regardless of whether the thresholds for beneficial ownership are reached.
Deadlines for the reporting of nominee agreements
In principle, all fiduciary relationships must be reported. A distinction is made between relevant and non-relevant fiduciary relationships with regard to deadlines:
- Relevant nominee agreements: Existing relevant nominee agreements must be reported within four weeks of the amendments coming into force (1 October 2025).
- Non-relevant nominee agreements: The existence of non-relevant agreements does not trigger an immediate reporting obligation (except in the case of the lapse of the reporting exemption pursuant to Section 6 of the BORA). These must then be disclosed in all subsequent annual or change reports, as usual.
Changes for legal entities exempt from reporting obligations
There are also changes for legal entities previously exempt from reporting pursuant to Section 6 of the BORA: if a nominee agreement exists, the reporting exemption no longer applies as of 1 October 2025, regardless of whether the relationship is relevant or non-relevant.
Penalties for non-disclosure
According to the revised Section 15 (1) of the BORA, administrative penalties of up to EUR 200,000 may be imposed for intentional offences and up to EUR 100,000 for grossly negligent offences if:
- incorrect or incomplete reports are submitted and, as a result, beneficial owners, nominees, nominee directors, or nominators are not disclosed;
- changes relating to beneficial owners, nominees, nominee directors, or nominators are not reported within four weeks of becoming known; or
- the status as nominee or nominee director is not disclosed.