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Since 27 September 2020 Dutch legal entities are required to register information regarding their UBOs in the UBO register. The UBO register is a direct consequence of European regulations. Its aim is to increase transparency among the individuals who are in control over companies, irrespective of the way in which an entity or concern is organized.
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The UBO register attempts to prevent the abuse of the financial systems for laundering money and for financing terrorism both nationally and internationally.

Who is an UBO?

UBO stands for ultimate beneficial owner; the natural person who ultimately benefits from, has an interest in or controls a business or organisation. To be identified as UBO, a person should:

  • Either own more than 25% of the shares or voting rights in a company
  • Or holds more than 25% of the ownership in the company
  • Or holds effective control over the company or entity
  • Or is entitled to 25% of the profits, or holds special control over at least 25% of the capital.

It is possible for a company to have more than one UBO. When based on these criteria,  no UBO can be determined, a statutory director or partner should be identified as UBO. This person is called a ‘pseudo-UBO’.

Who is subject to registration?

Organizations with the following legal forms are required to register UBOs:

  • Private and public limited companies (B.V.’s and N.V.’s) other than those listed on a stock exchange or 100% subsidiaries of such entities
  • Foundations
  • Associations
  • Mutual insurance associations
  • Cooperatives
  • Partnerships: general partnership, professional partnership and limited partnership
  • Shipping companies
  • European public limited liability (SE)
  • European cooperative societies (SCE)
  • European Economic Interest Groupings that are headquarters in the Netherlands, according to their articles of association (EESV).

A separate register for trusts and similar legal forms will be introduced in the near future.

No registration duty

The following legal structures are not required to register:

  • Sole proprietorships / sole traders
  • Listed private and public limited companies (B.V.’s and N.V.’s)
  • 100% subsidiaries of limited companies that operate on the stock exchange
  • Owners’ associations (Vereniging van Eigenaren)
  • Legal structures under incorporation
  • Associations with limited legal capacity and without commercial activities
  • Legal entities under public law
  • Other private bodies, including historical legal entities like guilds and courtyards

Foreign legal entities, like an Ltd or GmbH, with branch offices in the Netherlands, do not have to register UBOs in the Netherlands. They have to register in the country they were are established.

What information needs to be registered?

The following data is public:

  • Name and surname
  • Month and year of birth
  • Nationality
  • Country of residence
  • The type and scope of the UBOs interest; >25-50%, >50-75%, >75-100%

Part of the UBO data is not public:

  • BSN or foreign tax identification numbers (TIN)
  • Date (day), place and country of birth
  • Address
  • The exact percentage of interest
  • The copy of a valid identification document
  • Documents showing the interest of the UBO

Due to privacy protection regulations, the Dutch Financial Investigation Unit (FIU) and several other competent authorities have access to this information only.

Transition period

Existing legal entities will have time to complete their UBO registration until the 28th of March 2022. The Chambre of Commerce will request companies and organisations in writing to register their UBO(s).

Sanctions

If a legal entity does not register its UBO(s) both administrative and criminal legal sanctions can be imposed. UBOs are obliged to provide their personal data, in order for the company to fulfil their duty and complete the registration. It is a offence when an UBO refuses to cooperate. If data are wrongfully registered, both the UBO and the person responsible for the registration will be sanctioned.