Are you obligated to arrange a UBO-Registration?

Your organisation must register your UBO('s) if you fall under one of the following categories:

• unlisted bv’s* and nv’s*;
• Remaining legal entities” foundations, societies, mutual guarantee societies and cooperatives;
•  Partnerships, companies, general partnerships and limited partnerships;
• European limited companies (SEs), European cooperative partnerships (SCEs) and European economic joint ventures;
• Shipping companies and religious denominations. 

As you can see: almost all organisations, excluding sole proprietorships and listed companies, are obligated to ultimately register their stakeholder(s).

Do note: Foreign companies that only have branch offices in the Netherlands do not have to register their ultimate beneficial owners in the Netherlands. An Ltd or GmbH should register their UBOs in the UBO register of their country of origin.

Purpose UBO-registration

The UBO-registry has been created to counter crime. Money laundering, funding of terrorism and fraud are made more difficult. This is done by mapping out who is responsible within a company. The registry can track if a suspicious individual is in control of an enterprise.

Determining stakeholders 

When you fall under one of the aforementioned companies or institutions, you should determine who is/are the UBO(‘s). UBO is short for Ultimate Beneficial Owner, or the ultimate stakeholders within an organisation. You register who is the owner or has ultimate authority. These are the people that have a stake of more than 25% of the company, more than 25% of the voting rights in general meetings or is the beneficiary of more than 25% of the capital or has the actual authority. Below you can read more about the three grounds in which someone can be designated as an UBO in more detail.

1. UBO on the basis of authority
   Determining the UBO(‘s) within your organisation does not have to be complex. With a foundation, society, mutual guarantee society, cooperative or shipping company you should assume the physical people with control in the institution are UBO’s. This usually means the chairman, treasurer, and secretary, as registered at the Chamber of Commerce. A religious denomination should register the board members, as registered in the Chamber of Commerce, or in the Statement of Religious Denomination.
   UBO’s of a bv, nv, foreign legal entity, vof. cv or partnership can be actors within the company who, on the basis of authority, have an interest in the company. These are players with the right to name or dismiss board members, have an overruling influence on the basis of the share agreement or (with an vof or cv) have the factual authority over the people in the partnership. These people, therefore, do not need to be registered as an UBO on the basis of ownership, but based on the interest in the organisation.
    

    

2.  UBO on the basis of ownership
   Depending on the legal entity of your organisation, you determine whether UBO(‘s) are registered on the basis of ownership.
   In the case of an bv, nv or foreign legal entity, this will concern those that have (directly or indirectly) have 25% or more of the shares, 25% or more of the voting right in the general meeting or has 25% or more of the ownership interest (payment of profit or reserves). 
   Someone with an ultimate interest on the basis of property with a partnership or vof that (directly or indirectly) has more than 25% of the ownership interest or more than 25% of the votes in decisions when altering the agreement of the partnership or with actions that are outside the boundaries of normal management are also considered UBO’s
   The UBO’s with limited partnership are the natural persons that (directly or indirectly have 25% or more of the ownership interest in the partnership or has more than 25% of the voting right. Because silent partners are only financially involved with the company they are, logically, only designated as a UBO on the basis of ownership. 
    

3. UBO on the basis of higher management staff
   In conclusion the higher management staff can also be designated as an ultimate interest party. This concerns (with a bv, nv, foreign legal entity, vof and partnership) the statutory board members that are registered as such with the Chamber of Commerce. 

Organise UBO-registration

You register the UBO(‘s) within your organisation at the Chamber of Commerce. They are then included in the Trade Registry. Existing organisations can enter the UBO’s with an online UBO-statement (in Dutch). Usually your bank can provide you with a statement (in English). You will need to have this sorted before March 2022. With the statement you go through a program that assists you in determining the possible UBO’s and collecting any necessary information. New organisations submit the UBO’s with UBO-forms when they register at the desk of the Chamber of Commerce or with a notary. These forms can be downloaded here (in Dutch).

Privacy

A part of the information in the UBO-registry is public. The name, birth month and year, nationality, residency and the financial interest of the UBO can be inspected by anyone. Affairs such as your Identification, social security number and the documents of registration are not public. The registry meets the requirements of the AVG (Dutch Law of Privacy Protection)

Would you like to know more?

Read more about the UBO-registration on at the website with government information for entrepreneurs or on the website of the Dutch Chamber of Commerce (FAQ on UBO in English).

*bv: private company, nv: public limited company