A bill introducing a UBO register for trusts and funds for joint account (fondsen voor gemene rekening) was adopted by the Dutch senate on 23 November 2021. The register will be kept by the Chamber of Commerce in the Netherlands.
Trusts with a trustee located in the Netherlands must register their UBOs in this Dutch UBO register. If a trust located outside the European Union enters into a business relationship (such as the opening of a bank account) or acquires real estate in the Netherlands, the trustee must register the trust and the UBOs of the trust with the Dutch UBO Register. Funds for joint account created under Dutch law must also enter their UBOs in this register.
Who qualifies as a UBO
The UBO definition for a trust and a fund for joint account differs from that for a legal entity. The UBOs of a trust are the settlors, trustees, protectors, individuals exercising control over the trust, and all beneficiaries having an interest of at least 3%. If there is no individual who qualifies as a UBO on the basis of economic interest, the beneficiaries will be defined as a group, such as pensioners.
The UBOs of a fund for joint account are not defined, but the manager (beheerder), the legal title holder (bewaarder) and all participants having an interest of at least 3% may be regarded as equivalent to the UBOs of a trust. In practice, the UBOs of the manager (a legal entity) and the legal title holder (a legal entity) will qualify as UBOs of the fund for joint account.
An individual will qualify as a UBO of a legal entity if that individual has an interest of more than 25% in the entity. A lower threshold applies to beneficiaries of trusts and participants in funds for joint account.
The rather broad UBO criteria together with a lower threshold will generally result in more UBOs of trusts and funds for joint account being registered than UBOs of legal entities.
What details will be registered
The following details of the trust or fund for joint account will be publicly available:
- Name and type of the trust or fund
- Date and place of its establishment
- Its purpose
The following details of UBOs will be publicly available:
- Their name
- Their month and year of birth
- Their country of residence and nationality
- The percentage in the trust or fund by category to be set by governmental decree
The latter categories are expected to be: 3% up to and including 25%; 26% up to and including 50%; 51% up to and including 75%; or 76% up to and including 100%. We assume what is meant is: more than 25%, more than 50% and more than 75%, respectively.
The personal details of a UBO may be excluded from general disclosure for special reasons, such as the UBO being a minor.
The UBO’s address, day of birth, place and country of birth, email address, personal identification number and ID document number, and any documents reflecting the ultimate beneficial ownership, will not be publicly available.
When registration becomes mandatory
Trusts and funds for joint account must register their UBOs within three months after implementation of the new UBO register. The bill is expected to become effective on 1 January 2022. If it does, this means that registration of UBOs of trusts and funds needs to be completed by 31 March 2022.
UBO register for legal entities
The UBO register for legal entities became operational on 27 September 2020. Dutch legal entities (such as BVs, NVs and foundations) must register their UBOs in the UBO register by 25 March 2022. Listed companies incorporated in the Netherlands and their direct and indirect 100% subsidiaries are exempted from this registration requirement.