Central shareholders’ register
On 19 January 2017, a private member’s bill has been filed to the Lower House of Dutch Parliament with regard to the establishment of a central shareholders’ register (‘centraal aandeelhoudersregister’).
The object of the establishment of a central shareholders’ register is to create more insight into the identity of shareholders of legal entities.
In addition, it appears that a physical shareholders’ register is often untraceable or the information is not up to date. The legislator would like to accomplish a higher degree of reliability of this information.
How to achieve the object?
In order to create more insight into who the shareholders of legal entities are, the central shareholders’ register will be amongst others available for inspection by authorities for the purpose of the implementation of their statutory duties in the field of inspection, monitoring, enforcement and investigation.
In order to achieve more transparency and a higher degree of reliability of the information, the central shareholder’s register will be updated electronically by the civil-law notary, based on the civil-law notary’s executed notarial deeds. Under the current legislation, managing directors of a private company with limited liability or a non-listed public limited company are obliged to keep the shareholder’s register up to date.
Points for attention
Besides the authorities, the central shareholder’s register will also be available for inspection by (i) civil-law notaries and (ii) shareholders, usufructuaries or pledgees, the last category only regarding information related to themselves.
The privacy of the shareholders will be safeguarded, by restricting access to the aforementioned authorities and civil-law notaries, who are subject to a duty of confidentiality. The current statutory regulations regarding the protection of personal data needs to be complied with in this respect.
The establishment of the central shareholders’ register will not result in additional legal duties or obligations to provide information for managing directors and shareholders, as the civil law notary will be responsible for the registration of this data.