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Privacy and UBO: why an FGR does not offer a solution

For some time now, high net worth individuals have been using a Common Account Fund (Fonds voor Gemene Rekening, FGR) as a means of realising a tax benefit. Many families investigated the possibilities of not disclosing the family's assets. A number of family offices have set up an FGR to prepare for the arrival of the so-called UBO-register. An additional advantage is that an FGR, unlike a Private Limited Company (B.V.), has no obligation to file annual accounts with the Chamber of Commerce. But what exactly does the FGR mean and does it provide a solution to the privacy matter that arises with the arrival of the UBO-register?

13 May 2020

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What is the FGR?
The FGR is an agreement between a manager, a custodian and the (economically) entitled parties. This type of fund is comparable to a company, in which a number of people put their money together and appoint a manager.

Formally speaking, an FGR is not a legal entity because the fund is created by agreement. It is a combination of legal entities (often with a B.V. as the manager and a foundation as the legal owner of the assets). A civil-law notary is not required when setting up the FGR.

FGR is not the solution to guarantee privacy
Unlike, for example, a B.V. or Public Limited Company (N.V.), an FGR is not a legal entity. An FGR is therefore not obliged to file annual accounts with the Chamber of Commerce (CoC). As a result, the financial information and data of those involved in the FGR is not public via the Chamber of Commerce.

With the introduction of the UBO-register, shareholders with an interest of 25% or more in a B.V. must be registered in a UBO-register. And because an FGR is not a legal form under civil law, many assumed that the FGR would also remain outside the UBO register. It could therefore offer a solution to guarantee privacy as soon as the UBO-register comes into force. Partly for this reason, the Tax and Customs Administration saw an increase in the number of applications for an FGR in 2017. Meanwhile, it has definitively become clear that the ultimate interested parties of the FGR must also be registered in the UBO register. The FGR is therefore not a solution to keep data of wealthy families out of the UBO register. However, not being obliged to file annual accounts with the Chamber of Commerce will be maintained.

KAS BANK N.V. has been part of CACEIS since September 2019. CACEIS is a European specialist for the custody and administration of securities and high-quality risk and reporting services. We focus entirely on providing securities services to professional investors in the pensions and securities world. The acquisition of KAS BANK N.V. strengthens CACEIS' position in the Netherlands, Germany and the United Kingdom. Our combined product range makes us market leader in custody services and fund administration in Europe. CACEIS is part of Crédit Agricole, the world's largest cooperative financial institution.

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Abdel Hamdaoui

Questions about the UBO-register?

Abdel Hamdaoui

Senior Business Development Manager
+31 (0)20 557 5635