Upper House adopts Implementation Act for the introduction of the UBO register
On 23 June 2020, the Upper House of Dutch Parliament adopted the implementation act for the introduction of the UBO-register (the 'Act'). Once the Act enters into force, it will become compulsory for all legal entities and partnerships incorporated under Dutch law to provide information about their ultimate beneficial owners (UBOs). Existing entities will be subject to a transitional period of 18 months following the entry into force of the Act within which they must comply with the obligation to register their UBOs. However, new entities to be established will be obliged to do so immediately after the entry into force of the Act.
The Act is expected to enter into force in the autumn of 2020. We will inform you as soon as the date of entry into force has been determined.
Below we will set out to which entities the obligation to register a UBO applies, who should be regarded as a UBO and what information concerning a UBO should be provided.
Which entities are required to register UBO-information?
- Private limited liability companies (BV) and public limited liability companies (NV), with the exception of listed companies that are subject to disclosure requirements as referred to in the European Transparency Directive or comparable international standards, as well as direct and indirect wholly-owned subsidiaries of such listed companies;
- Foundations, associations, cooperatives and mutual societies;
- Partnerships, limited partnerships (CVs), general partnerships (Vofs) and shipping companies;
- European Economic Interest Groupings (EEIGs);
- European Public Limited Liability Companies (SEs) and European Cooperative Societies (SCEs) having their registered office in the Netherlands; and
Entities established under the law of another country do not have to register UBO information, even if they have an establishment in the Netherlands.
Who qualifies as a UBO?
The Wwft 2018 Implementation Decree indicates which category of natural persons is in any case considered to be a UBO.
For the NV and the BV, natural persons who (directly or indirectly) hold more than 25% of the shares, the voting rights or the ownership interest in the company, or who ultimately own or control the company in some other way, are regarded as UBOs. Similar criteria apply to other entities. If, in the case of a BV or NV, no UBO can be identified, (a member of) the management board must be regarded as (pseudo) UBO(s). In the case of a limited partnership, these will be the managing partners.
What information must be submitted for registration in the UBO register?
The following information concerning the UBO will be included in the UBO register and will be publicly accessible:
- month of birth, year of birth, state of residence and nationality;
- the nature and extent of the economic interest held by the UBO.
In addition, the following non-publicly accessible UBO information must also be registered:
- date of birth, place of birth, country of birth and home address;
- citizen service number (BSN) / foreign tax identification number;
- copies of documents on the basis of which the personal details concerning the UBO have been verified;
- copies of documents showing the nature and scope of the economic interest held by the UBO (in bandwidths of 25%).
The non-publicly accessible information is only accessible to the Financial Intelligence Unit (FIU) and certain competent authorities such as the police, the Public Prosecutor's Office, the Dutch Central Bank (DNB) and the Netherlands Authority for the Financial Markets (AFM).