The UBO register, to be kept by the Trade Register, will become operational in the Netherlands as per this date, and all Dutch legal entities, including foundations, will have to register. Each legal entity has its own definition of a UBO, but common across all these definitions is that the UBO is a natural person who ultimately owns or controls the entity. If there is no UBO based on this definition, a “pseudo-UBO” must be appointed. All managing directors and managing partners – at any type of entity – will be regarded as pseudo-UBO.
Listed companies incorporated in the Netherlands and their direct and indirect 100% subsidiaries are exempted from registering their UBO. Other subsidiaries or group companies are not exempt. Each individual exempted company may have to apply for the exemption.
Existing Dutch legal entities must register their UBO in the UBO register by the end of March 2022. However, all new Dutch legal entities incorporated after 27 September 2020 must register their UBO when they first register with the Dutch Trade Register.
The following details of the UBO will become publicly available:
These personal details may be excluded from general disclosure for special reasons, such as if the UBO is a minor. However, excluded information will remain available to financial institutions, civil law notaries, authorised investigating authorities and FIU-Netherlands.
The UBO’s address, date of birth, town and country of birth, personal identification number (BSN), tax number (TIN) and ID document number, and any documents reflecting the ultimate beneficial ownership, will not be publicly available.
A draft bill introducing a UBO register for trusts and legal arrangements similar to trusts – such as open and closed funds for joint account (fondsen voor gemene rekening) – has been open to public consultation since 17 April 2020. This bill is expected to enter into force in late 2020. This register will also be kept by the Trade Register.
The UBOs of a trust are the incorporator, trustee, protector, beneficiaries or class of beneficiaries, or the natural person exercising effective control over the trust. The same categories of UBO apply to funds for joint account. As this would result in the registration of all investors in an investment fund structured as a fund for joint account, the draft bill in our view should be amended. Investment funds structured as a fund for joint account could be treated similar to a partnership (instead of a trust).
De Brauw Blackstone Westbroek
Claude Debussylaan 80
1082 MD Amsterdam
The Netherlands
P.O. Box 75084
1070 AB Amsterdam
The Netherlands
