UBO registration in The Netherlands
Category: UBO registry
Historically, the Dutch commercial register (handelsregister) did not list information on who owns or ultimately controls Dutch legal entities (except for in the case of sole traders (eenmanszaken) and companies (BVs and NVs) with a sole shareholder), however as of 27 September 2020, this has changed.
Under European anti-money laundering and financing of terrorism legislation, the Netherlands (like all other EEA Member States) has had to implement a register identifying the ultimate beneficial ownership of corporate and other legal entities incorporated or registered there. These registers list up-to-date information on the ultimate beneficial owners of such entities (e.g. the name, address, month and year of birth and nature of the interest in the entity). In the Netherlands, the UBO register has been integrated into the commercial register maintained by the Dutch Chamber of Commerce (Kamer van Koophandel, KvK).
As of 27 September 2020, virtually all businesses and entities registered in the Netherlands need to provide information regarding their ultimate beneficial owners. Entities that were already registered with the commercial register prior to 27 September 2020 must submit details of their ultimate beneficial owners for registration no later than 27 March 2022. Entities registered after 27 September 2020 will be required to provide UBO information as part of the initial registration of the company.
AM I AN UBO UNDER DUTCH LAW?
For the purposes of the UBO register, an ultimate beneficial owner is defined as a “natural person who has ultimate ownership of or control over a business or legal person”. that anybody who holds (or controls) more than 25% of the shares in a company will fall under the definition. Where no individual shareholder holds (or controls) more than 25 % of the shares, it is not unthinkable that the law might look to the board of directors and identify one or more of the directors as the UBO, as odd as this may sound. What is certain is that all entities will be deemed to have at least one UBO.
CAN I AVOID BEING LISTED AS AN UBO IN THE NETHERLANDS?
If you are the UBO of a Dutch business or entity, you may, under some limited circumstances, be able to have your personal information suppressed in the public register. However, to do this, you will need to be able to prove that publication of the details would give rise to an actual risk of fraud, kidnapping, blackmail, violence or intimidation. The other exception is where the UBO is a minor or otherwise lacking legal capacity.
HOW DO I REGISTER MY ENTITY’S UBO INFORMATION?
An entity’s UBO information should be submitted by an authorised representative (e.g. a director) of the entity in question. If you speak Dutch, have a DigiD account and a Dutch bank account that supports iDeal payments, you can complete the entire registration online here. If you are unable to complete the registration online, please do not hesitate to contact Blenheim for assistance.