The introduction of the new UBO-register has been delayed for some time. At the moment, the debate on the law that will lead to the introduction has been paused by the Dutch Senate. In anticipation of the follow-up, we will look into the reason for the UBO-register and what it exactly entails.
16 Apr 2020
What is the UBO-register and what does it contain?
The UBO-register catalogues the ultimate beneficial owner of almost all legal entities. A UBO is a natural person who is the ultimate stakeholder of, or has control over, legal entities (e.g. a major shareholder). The Directive also states that part of the information in the UBO register must be public, such as name, month and year of birth, nationality, country of residence and nature and size of the (economically) held interest in three ranges: 25-50%, 50-75% and 75-100%. The citizen service number (BSN), date and place of birth are only available to entitled authorities in the register.
The processing of personal data in the UBO register will take place in accordance with the General Data Protection Ordinance (AVG).
Who will be registered in the UBO-register?
Legal entities must register their UBO(s). The Chamber of Commerce will manage the UBO-register. The ultimate beneficial owner is an individual who:
- Has a direct or indirect interest of more than 25% in the capital of a private limited liability company (‘B.V.’) or public limited company (‘N.V.’);
- Has a direct or indirect ownership interest of more than 25%, or can exercise more than 25% of the votes in the event of an amendment to the articles of association, or has actual control over a foundation or association;
- Has a direct or indirect ownership interest of more than 25% or can exercise more than 25% of the votes in the event of acts of management and/or amendments to the cooperation agreement in the event of a general partnership, association, limited partnership, and shipping line (a ‘v.o.f.’, ‘maatschap’, ‘C.V.’, and ‘rederij’, in Dutch).
However, not every legal entity will have an obligation to register UBOs. An outline of some entities and their obligation to register:
|Obligation to register||No obligation to register|
|LLC's & PLC's||Sole proprietor|
|Edifications & Associations||Juridical statutory person|
|Cooperatives & limited partnership business
entity ('CV', in Dutch)
|Several historic juridical entities (like courtyards
('hofjes'), 'boermarken', foundations and guilds)
|Church societies||Foreign legal entities, such as a Ltd or GmbH, which have branches in the Netherlands ('branch offices'). The Ltd or GmbH must register UBOs in the country of incorporation.|
|Mutual guarantee association|
|European Economic Interest Groupings|
|European Limited Companies|
|Europese Cooperative Societies|
Why the UBO register?
As a result of the fourth Dutch anti-money laundering directive, the amended Money Laundering and Terrorist Financing (Prevention) Act (Wwft) came into force. The purpose of this new Act is to tackle the laundering of money obtained from crime and the financing (by means of money or objects) used for terrorist purposes. In addition, under the fourth anti-money laundering directive, European member states are obliged to set up a central register containing information on the ultimate beneficial owners (UBO) of companies and other legal entities. In other words, a UBO register.
What impact does the UBO register have on privacy? Read about it in our next blog. Subscribe to our newsletter to stay updated.
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.