Netherlands' UBO registration requirements
From 27 September 2020 the ‘Act on the registration of ultimate beneficial owners of corporate entities and other legal entities’, commonly referred to as the Dutch UBO register[1], comes into force. The introduction of the UBO register stems from European legislation and is meant to curb money laundering and terrorism financing practices. Every corporation or other legal entity incorporated under Dutch law must register its UBO information at the Dutch Chamber of Commerce. A corporation or other legal entity incorporated under Aruba, Curaçao or St. Maarten law that is registered in the commercial register of the Dutch Chamber of Commerce is not required to register its UBO information.
Who must register?
Entities governed by Dutch law must register, such as:
- NVs(public limited companies) and BVs (private limited companies), except stock listed companies and their 100% subsidiaries;
- European public limited liability companies and European cooperative corporations with their statutory seat in the Netherlands;
- foundations, associations, cooperatives and mutual insurance associations;
- limited partnerships and European Economic Interest Groupings; and
Who is UBO?
For each type of entity with a registration obligation, it is stipulated which category of individual is considered a UBO in any case. This is not an exhaustive list and one entity may have more than one UBO.
In the case of NVs and BVs, UBOs are the individuals who directly or indirectly hold more than 25% of the (bearer) shares, voting rights or ownership interest in the entity, or those who through other means ultimately own or exercise control over the entity. If no UBO can be identified or if there is any doubt as to the UBOs identity, the individuals comprising the upper management of the entity will be deemed to be the UBOs.
What UBO information is registered?
Entities with an obligation to register the UBO, must provide certain information regarding each UBO to the Commercial Register of the Chamber of Commerce. Some of this information is accessible to the public while some is only accessible to authorized parties.
Publicly accessible UBO information:
- first and last name;
- birth month and year;
- nationality;
- country of residence; and
- nature and size of the beneficial interest held by the UBO (in brackets, for example 25-50%).
Not publicly accessible UBO information:
- Citizen Service Number (burgerservicenummer)/ Foreign Tax Identification Number (TIN);
- birth day;
- birth country and place;
- residential address;
- copy of valid identification document; and
- copy of document(s) evidencing the individuals’ status as UBO and the nature and size of the beneficial interest held by them in the entity.
The information regarding minor UBOs or otherwise not legally competent persons does not have to be registered. Also exempted is information regarding UBOs who fall under the protection of the Public Prosecutor’s Office (Openbaar Ministerie) or the National Coordinator for Counterterrorism and Security.
What are the consequences?
An obligation has been introduced for corporate and other legal entities to provide the Chamber of Commerce with certain UBO information upon first registration of the entity in the commercial register and to ensure that said information is always complete and up to date. UBOs are required to cooperate, meaning they must supply all relevant information so that the entity can comply with its registration obligations.
Entities governed by Dutch law that are already registered with the Chamber of Commerce, are required to comply with the UBO registration obligations within 18 months of the publication of the law implementing the UBO-register, in other words by 27 March 2022.
Non-compliance with the registration obligation will be designated as an economic offence and can be enforced criminally as well as administratively.
For more information, please contact:
Anjli Finessi, tax adviser, finessi@bakertillycuracao.com
Wilco van Oosten, tax adviser, vanoosten@bakertillycuracao.com
Arthur van Aalst, tax attorney, vanaalst@bakertillycuracao.com
[1] UBO is short for “ultimate beneficial owner” and is always an individual/natural person