Is your Company ready for the Dutch registration of the Ultimate Beneficial Owner (UBO)?
If you are the owner or shareholder of one or more Dutch companies, it is likely that you are subject of the obligation for Dutch companies to register their UBO in the UBO-register of the Chamber of Commerce as from January 2020.
More than 1.5 million organisations in the Netherlands will soon have a UBO registration obligation. EU legislation obliges the Netherlands to install a register for UBO registration ultimately on 10 January 2020.
Who is the UBO?
The Ultimate Beneficial Owner of the company is the person that eventually owns or has control over the company.
For a Dutch B.V., in short the following rules apply:
persons holding (directly or indirectly) more than 25 % of the shares;
persons holding (directly or indirectly) more than 25 % of the voting rights;
persons that actually control the company.
In general organisations consist of several levels of connected group corporations. For each corporation it needs to be established and registered who is the UBO.
Which companies are obliged to register their UBO?
The UBO registration obligation applies (amongst others) to:
B.V. 's and (non-listed ) N.V.'s;
Foundations and Associations;
Mutual Insurance Associations, Cooperative Societies;
Partnerships, Commercial partnerships and limited partnerships
Note that the UBO registration obligation does not apply to one man businesses, to listed companies, governmental entities, associations of homeowners, some historical corporations and church associations.
Which data will be Public?
The data that will be publicly accessible are:
Name and family name;
Date and year of birth;
State of residence, nationality and the character and size of -the interest as held by the UBO.
Which data will be non-public?
The following data are only available for the competent authorities:
Social Security number (BSN )/foreign tax identification number (TIN), date of birth;
State and city of Birth, residence address;
Copy of a valid ID;
Copy of documents evidencing the economic interest of the UBO.
In exceptional cases the UBO can request that the public data will not be disclosed, for instance if there is a substantial risk of kidnapping or violence. The register complies with the rules of the Dutch Privacy legislation (AVG). Authorities such as the public prosecutor, the tax authorities, and the Tax Intelligence Unit (FIOD) can always get access to the data.
No UBO register for foreign Companies
UBO’s of foreign companies do not have to be registered in the Netherlands.
What are the obligations of your company?
If the company does not comply with the UBO registration legislation, the (proposed) Act knows criminal sanctions as well as administrative fines. Therefor it is important that each company and each possible UBO determines whether or not there is an obligation to register. Within a period of 18 month following the implementation of the UBO registration Act, the UBO needs to be registered.
If you have questions concerning the UBO register after January 2020, if you need assistance to determine whether or not you are an UBO of a company, or if you want assistance with the registration as UBP, please contact us.