All companies and other legal entities newly incorporated in the Netherlands must be registered in the UBO register immediately upon incorporation from 27 September 2020. For existing and already registered entities, a transitional period of 18 months applies. They should therefore have registered the information on their beneficial owner(s) with the trade register within 1.5 years of the entry into force.
Who is a UBO?
A UBO is the beneficial owner of a company or other legal entity. A UBO is therefore always a natural person. Who are UBOs is divided by type of entity:
- N.V./B.V.: the natural persons who through (i) direct or indirect holding of more than 25% of the shares, voting rights or ownership interest in the company or (ii) other means, e.g. de facto control, are the ultimate owner or control of the company;
- Foundations, associations, cooperatives and mutual associations: the natural persons who, by means of (i) directly or indirectly holding more than 25% of the ownership interest in the legal entity, (ii) being able, directly or indirectly, to exercise more than 25% of the votes when deciding on amendments to the articles of association, or (iii) being able to exercise de facto control over the legal entity, ultimately own or control the legal entity;
- Partnership, EEIG and shipping company: the natural persons who, through (i) directly or indirectly holding more than 25% of the ownership interest in the entity; (ii) being able, directly or indirectly, to exercise more than 25% of the votes when deciding on amendment of the (formation) agreement; or (iii) being able to exercise effective control over the entity, ultimately own or control the entity; and
- Church denomination: the natural person(s) named in the statute as legal successor in the event of dissolution of the church denomination.
- If no true UBO can be identified on the basis of the above enumeration, the statutory directors of the legal entities listed above should be registered in the trade register as so-called 'pseudo UBO'. For partnerships, in such a case, they must register their partners or associates (except limited partners).
What is the UBO register?
The UBO register is an initiative of the European Union and aims to include the beneficial owner(s) of companies and other legal entities incorporated in the Netherlands (see list below) in a central register and to make this register publicly accessible. Through this European transparency measure, the European Union aims to combat money laundering and terrorist financing. In the Netherlands, the UBO register will be housed with the trade register.
What information needs to be registered?
The following information must be recorded in the trade register about a beneficial owner:
- the name, month of birth, year of birth, state of residence and nationality;
- the nature of the economic interest held by the beneficial owner (this refers only to shares, voting rights or ownership interest) and the size of this interest in ranges of 25%;
- the day of birth, place of birth, country of birth and residential address;
- the BSN or foreign tax identification number (TIN);
- copy of a valid identity document on the basis of which the aforementioned personal data have been verified; and
- copies of documents showing the nature and extent of the economic interest held by the UBO (e.g. a deed of incorporation, copy of a shareholders' register, register of certificate holders or membership registers, etc.).
What information is publicly accessible?
The information listed under a. and b. is publicly accessible. The other information is only accessible to competent authorities such as the National Police, the Public Prosecution Service, FIOD, DNB and AFM, among others.
To which entities does the UBO registration obligation apply?
The Netherlands will only register UBOs of entities that are compulsorily registered in the trade register. This means that the following entities are obliged to provide the trade register with information regarding their UBO:
- B.V.'s and N.V.'s with the exception of (i) listed companies subject to disclosure requirements as referred to in the European Transparency Directive or comparable international standards and (ii) direct and indirect wholly-owned subsidiaries of these listed companies*;
- foundations, associations, cooperatives and mutual societies;
- partnerships, limited partnerships (CVs), general partnerships (VOFs), European Economic Interest Groupings (EEIGs), shipping companies and church organisations; and
- European public limited companies (SEs) and European cooperative societies (SCEs) with registered offices in the Netherlands.
*The exemption only applies to 100% direct and indirect subsidiaries. Also, if only one share is placed with another shareholder, this exemption no longer applies.
Providing data
To ensure that the UBO register remains accurate and up to date as much as possible, entities obliged to register must ensure that information on the UBO is correct and complete at all times. In addition, there is a feedback obligation for Wwft institutions such as banks, civil-law notaries, lawyers and trust offices under which they are obliged to report to the trade register if they have reasonable doubt about the accuracy of the UBO information in the trade register.
If the entities subject to the registration obligation act in breach of the said UBO registration obligations, this may constitute an economic offence. This may result in heavy fines and/or criminal prosecution.
For more information or advice on your position as a potential UBO in the UBO register than taking care of the registrations, please contact us.
