What is the UBO Register in the Netherlands and how does it work?
On 27 September 2020, the UBO Register was presented in the Netherlands and became operational as of this date. The obligation to set up a UBO register derives from the EU Anti-Money Laundering Directives. Every EU country must maintain a UBO register, which is designed to prevent the financial system from being misused for money laundering or terrorist financing. This law imposes the obligation on private and public limited liability companies and other organisations, including foundations, established in the Netherlands to centrally register data of their UBOs with the Dutch Chamber of Commerce
A Governmental Decree defines which individuals can be considered a UBO in various scenarios. Briefly put, a UBO is a natural person who has more than 25% of the shares or voting rights, holds more than 25% of the economic interest, or has effective control over an entity. Important to note is that an entity can have more than one UBO.
Are there any exemptions for the registration of UBO’s?
Exemptions from the UBO register apply on sole proprietorships (eenmanszaken), society of real estate owners (verenigingen van appartements eigenaren) and listed companies subject to the disclosure requirements specified in the EU Transparency Directive or equivalent international requirements, and wholly owned subsidiaries of such listed companies.
What if a Dutch company has no UBO?
In case the UBO cannot be determined under general rules, a pseudo-UBO must be designated. Under current Dutch legislation, senior management of the entity will be considered as pseudo-UBO. Managing director(s) of Dutch legal entity will be regarded as senior management. If so, all managing directors seated in the board shall be registered unless there are any members with specific rights. A nominee director is hereby not excluded.
What information will be registered in the UBO register?
Certain UBO information will be publicly available: the UBO’s name, month and year of birth, country of residence, nationality, the nature and extent of the beneficial interest the UBO holds. On contrary, the UBO’s address, full date of birth, town and country of birth, personal identification number (BSN), tax number (TIN) and ID document number, and any documents reflecting the ultimate beneficial ownership, will not be publicly available. Only competent authorities (such as the public prosecution service) may view this information.
As from 27 September 2020, existing legal entities will have 18 months to register their UBO(s) with the UBO register. However, new legal entities must record the details of the UBO(s) when the company is registered with the Chamber of Commerce. Not complying with these rules may result in an administrative or criminal sanction for both the legal entity and the UBO.
ABiLiTieS Trust provides support with UBO registration in the Netherlands
Abilities team will be glad to assist you with more detailed information about the UBO Register regulations in the Netherlands or the registration of UBO’s
with the Dutch trade register.