20 April 2022

Companies beware: UBO registration in Netherlands now mandatory

As of 28 March 2022, all legal entities in the Netherlands must register their ultimate beneficial owners (UBOs). Until they have done so, AML- regulated institutions – financial institutions and other regulated entities, such as auditors and lawyers – may not enter into new business relationships with them. Listed Dutch companies and their direct and indirect 100% subsidiaries are exempted from the registration requirement.

AML-regulated institutions may follow a special process with clients that have not completed UBO registration, until 1 September 2022.

UBO register for legal entities

The UBO register for legal entities was introduced in September 2020. The legal entities had time to register their UBOs until 27 March 2022. On that date, around 38% of Dutch legal entities had registered their UBOs.

Listed companies incorporated in the Netherlands and their direct and indirect wholly-owned subsidiaries do not have to register their UBOs. Each individual exempted company may have to apply for the exemption. Other subsidiaries or group companies are not exempt.

New relationships – special process until 1 September 2022

AML-regulated institutions must have an extract from the UBO register on file when entering into a new business relationship with a client. As of 28 March 2022, legal entities are banned from entering into new business relationships with AML-regulated institutions if they have not registered their UBOs. However, the Dutch Ministry of Finance has stated that, while registration is being completed, AML-regulated institutions(such as banks, investment institutions, law firms, auditors and tax advisers) may follow a special procedure until 1 September 2022 when starting a new business relationship with legal entities if they provide:

  • confirmation of a request for UBO registration, and
  • all publicly available UBO information as provided to the register.

The Dutch UBO register will notify the legal entity when its UBO registration has been completed, and the legal entity must inform the relevant AML-regulated institutions so that these institutions can request an extract from the UBO register.

Existing relationships

AML-regulated institutions may continue existing business relationships with clients that have not completed their UBO registration, but they must inform these clients about the obligation to register their UBOs.

Reporting obligation

AML-regulated institutions must report to the UBO register any discrepancy between information about a client's UBO that they have on file and the information set out in the UBO register extract. This means that reporting can only take place if a client's UBO registration has been completed.

The reporting obligation does not apply if the AML-regulated institution has reported an unusual transaction to FIU-Nederland.