From January 2020, all legal entities registered with the Dutch Trade Register must register information on their ultimate beneficial owners (UBO) or pseudo-UBO in a new UBO register. The UBO register will be kept by the Dutch Chamber of Commerce. Each legal entity should have completed the UBO registration process by 30 June 2021. Listed companies and their wholly-owned subsidiaries are exempt from the UBO registration requirement.
Under anti-money laundering legislation, each legal entity, including a foundation, has its own definition of a UBO. A common element in all of these definitions is that the UBO is a natural person who ultimately owns or controls the entity. If an entity has no UBO, the entity’s board will appoint one of its members as the senior official or ”pseudo-UBO”. Where there is a partnership, a partner will be appointed as the pseudo-UBO.
Legal entities will need to put processes in place to be prepared for the registration of their UBO or pseudo-UBO and for compliance with the new UBO registration requirements from January 2020.
We reported on the new UBO rules in a previous In context article, but here are some of the main questions answered:
Does the UBO register include trusts and “funds for joint account”?
The implementing legislation relates only to legal entities registered with the Dutch Trade Register. A separate bill is being drafted for trusts and legal arrangements similar to trusts, such as funds for joint account (fondsen voor gemene rekening). The bill is expected to be implemented in March 2020.
Are listed companies exempt from registering their UBO?
Listed companies are exempt from having to identify a UBO or a pseudo-UBO. This exemption also applies to each wholly-owned subsidiary of a listed company. Other subsidiaries or group companies are not exempt.
Foundations: who is the UBO and what else must be registered?
A natural person who directly or indirectly owns more than 25% of the foundation, or is entitled to more than 25% of the votes on an amendment of the articles of association, or has control of the foundation, is the UBO of that foundation and must be entered on the UBO register. For distributions of 25% or less, the foundation’s board must maintain an internal register showing the name and address of each recipient, and the amount and the date of each distribution made.
Which personal details of the UBO will become publicly available?
The following personal details included in the UBO register are open to the public: the UBO’s name, month and year of birth, country of residence and nationality, and the nature of the UBO’s interest in the entity. The latter is reflected as a percentage rather than as an amount (more than 25% – 50%, more than 50% – 75%, and more than 75%). These personal details may be excluded from disclosure for special reasons, such as the fact that the UBO is a minor, but they will remain available to financial institutions, civil law notaries, authorised investigating authorities and FIU-Netherlands.
The following personal details are not available to the public: address, the date of birth, the city and country of birth, personal identification number (BSN), tax number (TIN) and identification document number, and any documents reflecting the ultimate beneficial ownership.
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