Register of beneficiaries (UBO) launched in the Netherlands
22.10.2020On September 27, 2020, a register of ultimate beneficiaries of legal entities was launched in the Netherlands.
The ultimate beneficiary (UBO) is a person who controls a legal entity, having at least 25% ownership in it. In the event that the company is owned by another company, it is necessary to establish to which final individual such a structure leads. Openness of information about the actual beneficiaries of companies is an important principle of European legislation aimed at combating money laundering and terrorist financing.
The Netherlands has become one of the last European countries to implement such a UBO register in compliance with European requirements. In the vast majority of European jurisdictions, such registers are already in place. The secrecy of information about the owners of companies is no longer the norm in the EU and in the developed world as a whole, so we do not see any dramatic changes in connection with the introduction of the UBO register. The introduction of the UBO registry is unlikely to change the perception of the Netherlands by international businessmen as a stable, predictable, loyal and efficient jurisdiction. We do not expect this to affect the number of people willing to structure their business with the help of Dutch companies (primarily holdings and operating BVs). However, some additional formalities have emerged.
At the end of the material, we provide information about which types of companies are subject to registration in the UBO registry, and which are not. In particular, the owners of Dutch BVs - the most common form of legal entity - are subject to registration in the register.
The owners of already operating Dutch companies have been given a comfortable deadline for submitting information to the register - until March 27, 2022. Please contact us for details and assistance with this task. For the same companies that were created after September 27, 2020, the obligation to submit data is in effect from the moment the company was created. We will fully organize this process as part of the support of the incorporation (registration) of BV or another company.
It is legally established that some of the UBO data is publicly available. Anyone can view the following beneficiary information by ordering an extract from the UBO register:
- First and last name
- Month and year of birth
- Citizenship
- Host country
- Form and amount of participation
Some of the UBO data is not publicly available. They can only be viewed by competent authorities (for example, the prosecutor's office). They use this data to analyze the use of the financial system for money laundering and terrorist financing.
At the moment, there is little information in the UBO registry, but in the future, checking your counterparties in this registry can become an important element of the display of the due diligence policy on the part of your Dutch company.
Do I have to register with UBO?
Without fail, organizations with the following organizational and legal forms must register in the UBO register:
- private and public limited companies (BV)
- foundations (stichting)
- associations (vereniging)
- mutual insurance companies
- cooperatives
- partnerships: partnerships, general partnerships and limited liability partnerships
- shipping companies
- European Limited Liability Companies (SE)
- European Cooperative Societies (SCE)
- European Economic Partnerships with a registered office in the Netherlands in accordance with their statutes.
Who is not required to register?
If your organization has one of the following legal forms, you are not required to register:
- private entrepreneurs
- registered private companies and limited liability companies
- 100% subsidiaries of listed companies
- owner associations
- legal entities in formation
- associations with limited legal capacity that do not conduct business
- public legal entities
- other private legal entities, including historical legal entities (for example, guilds and courtyards)
Foreign legal entities such as Ltd or GmbH, as well as foreign legal entities with branches only in the Netherlands, are not required to register in the Netherlands. Ltd or GmbH must register UBO in the country of registration.
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