27 September 2020: Dutch ultimate beneficial owner register takes effect
on
Why a UBO Register?
The (amended) fourth EU Anti-Money Laundering Directive aims to combat the misuse of corporate and other legal entities for the purposes of money laundering or terrorist financing and includes UBO registers as one of its instruments. All member states were obliged to implement the UBO register by January 2020.
Who Needs to Register as UBO?
A ‘beneficial owner’ is the natural person who ultimately owns or controls a legal entity. It is possible (and likely) to have more than one UBO per entity.
In Art. 3 of the Dutch Implementing Decree of the Wwft 2018, it states which individuals are automatically considered to be UBOs in different situations. These are the persons who directly or indirectly hold more than 25% of the shares, voting rights or the ownership interest in the entity or who ultimately control it. If no individual can be identified or if there is any doubt about the UBO, then the individual who holds the position of statutory board member will usually be considered the UBO. If incorporated in the Netherlands, the following unlisted entities are required to register their UBO(s):
Private companies with limited liability (BVs) and public companies (NVs);
European public (SEs) and co-operative companies;
European economic interest groupings (EESVs);
Co-operatives (coöperaties) and mutual insurance associations (onderlinge waarborgmaatschappijen);
Associations (verenigingen);
All types of foundations (stichtingen);
All types of partnerships (maatschappen, vennootschappen onder firma, commanditaire vennootschappen);
Shipping companies (rederijen);
Churches and spiritual organisations.
The following entities do not need to register:
sole traders,
(home) owners associations,
companies listed on a regulated market that is subject to disclosure requirements consistent with Union law and their direct daughter companies,
associations that do not run a business,
other legal persons under private law, including historical legal persons (such as guilds).
When & Where will UBOs need to Register?
The Dutch senate approved the Implementing Act on 23 June 2020 and the UBO register will become operational on 27 September 2020. The register will be part of the Trade Register of the Chamber of Commerce (KvK), which is the competent authority in the Netherlands. Existing entities then have 18 months to submit their UBO information to the KvK. The Chamber of Commerce will notify entities that are required to submit this information and new entities must register their UBO(s) at the moment of registration since this will be a prerequisite to obtaining Chamber of Commerce registration.
Which Details will need to be Provided and What is Visible?
The UBO register in the Netherlands will be partially accessible to anyone with KvK login details at a nominal fee of € 2.50. The following data will be public:
Name(s), month and year of birth;
nationality and country of residence; and
the nature and extent of the beneficial interest held by the UBO (shown in ranges of 25%-50% etc).
Competent authorities and the Dutch Financial Intelligence Unit (FIU-Nederland) can access more detailed data such as:
date, place and country of birth;
full address;
BSN (citizen service number) or a foreign TIN (Tax Identification Number);
copy of the identifying documentation of the UBO; and
copy of documentation that supports why this person is a UBO and what the nature and extent of the beneficial interest held by the UBO.
How can we assist?
By answering any questions regarding the new obligations. We can assist you with the UBO identification process, with filing or amending UBO information with the UBO-register and also requesting restricted access to a UBO’s information. Please contact Martin Poelman or Yord Koudstaal.
Disclaimer
Although this publication has been compiled with all due care, Maes Law B.V. cannot accept any liability for the consequences of making use of it without their cooperation. The information provided is intended as general information and cannot be regarded as advice.