In April 2019, a legislative proposal to implement the Dutch Ultimate Beneficial Owner (‘UBO’) register was submitted to the Dutch parliament. The obligation to introduce a UBO register derives from the 5th AML Directive.
The UBO register will be part of the Trade Register of the Dutch Chamber of Commerce. Certain UBO information will be publicly available.
What is an UBO?
A UBO is a natural person who ultimately owns or controls the corporate or legal entity. There can be more than one UBO for a single entity. UBOs are the natural persons who directly or indirectly hold more than 25% of the shares, voting rights or the ownership interest in the legal entity, or who through other means ultimately own or control the legal entity.
When the UBO cannot be determined, the managing director(s) will be considered UBOs (this is known as a pseudo-UBO).
Who is subject to registration?
The following legal entities that are incorporated or established under Dutch law will be required to register their UBOs:
- Private companies with limited liability (BVs) and public companies (NVs), unless they are listed or a 100% subsidiaries of such entities
- European public companies (SEs)
- European economic interest groupings (EESVs)
- European cooperative companies (SCEs)
- Cooperatives (coöperaties) and mutual insurance associations (onderlinge waarborgmaatschappijen)
- Associations (verenigingen) with full legal capacity and associations with limited legal capacity operating a business
- Foundations (stichtingen)
- All types of partnerships (v.o.f., C.V., maatschap)
- Shipping companies (rederijen).
Mutual funds (fondsen voor gemene rekening) and trusts will also be required to register their UBOs.
What information will be made public?
The UBO register in the Netherlands will be public. The public will have access to the following information of each UBO:
- Date of birth
- Country of residence
- Nature and extent of the beneficial interest held by the UBO (presented in fixed ranges)
The registered entities in the Chamber of Commerce are obliged to deliver UBO information to the Chamber of Commerce. The relevant UBO is obliged to cooperate with this request of information. Not complying with these rules may result in an administrative or criminal sanction for either (or both) the corporate or legal entity, and the UBO.
The UBO register has to be implemented by 10 January 2020. After the Act enters into force, entities will have 18 months to submit relevant UBO information to the Dutch Chamber of Commerce.
In addition to the UBO register, the Netherlands has been preparing a central register for shareholders for some time. The register should be distinguished from the UBO register. The central register for shareholders will include information on shares and shareholders (and pledgees and usufructuaries) of private companies and non-listed public limited companies, as well as European companies and cooperatives with a registered office in the Netherlands. The information will be provided by civil law notaries. It is yet unclear when this regulation on the regisyter will enter into force.