As per 27 September 2020, in the Netherlands companies and legal entities (together ‘entities’) must register persons who have an interest of more than 25% in that entity in the so called UBO register. The Dutch Chamber of Commerce will manage the UBO register for the Netherlands. This measure is a result of European legislation. The deadline on which existing entities must register their UBO(s) is at the latest on 27 March 2022.
Who are the UBO’s of an entity?
An UBO is the ultimate beneficial owner which is the natural person who ultimately owns or controls the entity. The following natural persons are at least to be considered to be an UBO (not an exhaustive list):
Private company with limited liability (B.V.) or a public limited liability company (N.V.):
- Natural persons who are holding directly or indirectly more than 25% of the shares, voting rights or ownership interest.
- Natural persons who have effective control, based on other assets, or means.
Foundation, association, cooperative or mutual insurance association:
- Natural persons who are holding directly or indirectly more than 25% of the ownership interest.
- Natural persons who are able to cast directly or indirectly more than 25% of the votes required to adopt a resolution to amend the articles of association.
- Natural persons who have effective control, based on their assets, or means.
In case none of the above interests apply then the entity must register all managing directors as the organisation’s UBO.
Important to note
- registration can only be done for companies from the Netherlands (a branch should register the foreign company in their own country, if applicable);
- registration with the Dutch Chamber of Commerce can only be done in the Dutch language;
- companies to be incorporated must register the UBO within 7 days after incorporation; and
- existing companies must register the UBO at the latest on 27 March 2022.
In case you have any questions regarding the UBO registration or your corporate governance? Please contact us: Carmen.firstname.lastname@example.org.