On 27 September 2020, a UBO register, to be maintained by the Dutch Chamber of Commerce and forming part of the Dutch trade register, will be operational in the Netherlands.
Dutch companies and other legal entities that are incorporated and registered with the Dutch trade register after 27 September will be required to register their ultimate beneficial owners. Existing companies and other legal entities will have until the end of March 2022 to register.
Ultimate beneficial owners
Although each legal entity has its own specific definition of ultimate beneficial ownership, a UBO can generally be described as an individual who ultimately owns or controls a legal entity.
Depending on the type of legal entity, an individual owns or controls a legal entity if:
- directly or indirectly, the individual owns more than 25% of the shares, the voting rights or the ownership interest in the legal entity, including through bearer shareholdings; or
- directly or indirectly, the individual has the ability to exercise more than 25% of the voting rights upon adoption of a resolution to amend the articles of association or partnership agreement of the legal entity or the ability to otherwise exercise actual control over the legal entity.
If no UBO can be identified, a 'pseudo-UBO' must be designated. All managing directors or managing partners of a legal entity qualify as a pseudo-UBO.
Information on ultimate beneficial owners
The following information on a UBO must be registered with the UBO register and will be publicly available:
- month and year of birth;
- country of residence; and
- nature and extent of the economic interest held by the UBO divided into three ranges:
- more than 25% up to and including 50%;
- more than 50% up to and including 75%; and
- more than 75% up to and including 100%.
This information may be excluded from general disclosure in special circumstances, such as if the UBO is a minor or exposed to safety risks. Any excluded information, however, will remain available to civil law notaries, banks and other financial institutions, certain competent authorities and FIU-Netherlands.
The following information on a UBO must be registered with the UBO register, but will not be publicly available:
- date, place and country of birth;
- residential address;
- Dutch citizenship number (BSN) or foreign tax identification number;
- copy of the documentation verifying the UBO's identity; and
- a copy of the documentation explaining why a person has UBO status as evidence of the nature and scope of his interest.
This information will only be available to certain competent authorities and FIU-Netherlands.
Legal entities required to register
Dutch legal entities obligated to register UBO information include:
- a BV, NV and SE with seat in the Netherlands;
- an association, cooperative, mutual insurance company and foundation; and
- a partnership, general partnership and limited partnership.
An exemption from the obligation to register UBO information is available for Dutch listed companies which as issuers are subject to disclosure requirements per Directive 2004/109/EC or similar international standards. An exemption is also available for their direct and indirect 100% subsidiaries. Other subsidiaries and group companies are not exempt.
Trusts and funds for joint account
Earlier this year, Dutch lawmakers presented a draft bill introducing a UBO register for trusts and legal arrangements similar to trusts, such as open and closed funds for joint accounts. This register will also be maintained by the Dutch Chamber of Commerce and form part of the Dutch trade register. This bill is expected to enter into force later this year.
For more detailed information on the UBO register in the Netherlands, consult your contact person at CMS or local CMS experts.