UBO register enters into force on 27 September 2020: a Q&A for practice

Schaap Advocaten Notarissen | 9 July 2020| Reading time: about 3 minutes

From 27 September 2020, almost all Dutch legal entities and companies are obliged to register their ‘ultimate beneficial owners’ in the UBO register. On that date, the registration obligation for the UBO-register enters into force and the UBO register goes ‘live’. Existing legal entities and companies have one and a half years to register, but new entities must do so immediately. Below we answer the most frequently asked questions about the UBO register.

What is the UBO register?

The UBO register is a register in which virtually all Dutch legal entities and companies have to register their ‘ultimate beneficial owners’ (UBOs) (see below about when someone is ‘UBO’). The UBO register becomes part of the commercial register of the Chamber of Commerce. Some data in the UBO register become public.

The purpose of the UBO register is to combat financial and economic crime, such as money laundering, corruption, tax evasion, fraud and the financing of terrorism. The idea is that combating this becomes easier if it is clear who the ultimate beneficial owner or owners of a company is or are. In this way, individuals and organisations (such as lawyers and civil-law notaries) are better informed about those with whom they enter or wish to enter into a business relationship.

What information is public?

Part of the information about UBOs becomes public:

first name and surname;
month and year of birth;
nationality;
country of residence; and
nature and extent of the UBO’s economic interest.

What information is not public?

The following information about UBOs is not public and can only be viewed by competent authorities and the Financial Intelligence Unit (FIU):

citizen service number (BSN)/foreign tax identification number (TIN);
day of birth;
country and place of birth;
residential address;
copy of valid identity document;
copy of one or more documents showing the nature and extent of the economic interest.

Who is subject to the UBO registration?

The obligation to register applies in any case to:

private limited companies (BVs) (unlisted);
public companies (NVs) (unlisted);
foundations (stichtingen);
associations (verenigingen) (other than owners’ associations);
partnerships (personenvennootschappen) (partnerships (maatschappen), general partnerships (vennnootschappen onder firma), limited partnerships (commanditaire vennootschappen));
mutual insurance associations (onderlinge waarborgmaatschappijen);
cooperatives (coöperaties);
shipping companies; and
religious denominations (kerkgennootschappen).

Exceptions to the obligation to register include:

listed companies;
sole proprietorships (eenmanszaken); and
owners’ associations (verenigingen van eigenaren).

Foreign legal entities do not have a registration obligation in the Netherlands either, but they may fall under the registration obligation for the UBO register of the country of origin.

When must the UBO be registered?

Legal entities and companies already registered with the Chamber of Commerce have until 27 March 2022 to register their UBOs (eighteen months from the date of entry into force of the registration obligation). Legal entities and companies that are not yet registered with the Chamber of Commerce have one week from the moment the obligation to register in the commercial register arises (e.g. the incorporation). If the UBOs change in the future, this must be registered immediately.

What does the ‘feedback obligation’ of Wwft service providers mean?

If services fall under the ‘Money Laundering and Terrorist Financing (Prevention) Act’ (Wet ter voorkoming van witwassen en financieren van terrorisme (Wwft)), service providers – including us as lawyers and civil-law notaries – are legally obliged to conduct ‘client screening’ (click here for more information about the Wwft). The UBO register must be consulted for the Wwft client screening.

If there is a difference between the information registered in the UBO register and the UBO information that the Wwft service provider itself has, then the Wwft service provider is legally obliged to report this to the Chamber of Commerce. This is the ‘feedback obligation’ of Wwft service providers (this is different from the duty to report ‘unusual transactions’ to the Financial Intelligence Unit – The Netherlands). The feedback must be supported by documents. The Chamber of Commerce then informs the legal entity that a difference has been reported and gives it the opportunity to check the information in the UBO register. The Chamber of Commerce does not request information from the UBOs.

When is someone a UBO?

A UBO (ultimate beneficial owner) is an ultimate beneficial owner of a legal entity or company. According to the law, a UBO is any natural person who ultimately owns or controls a legal entity. A UBO is therefore always a natural person. A legal entity may have one or more UBOs (or pseudo-UBOs).

Sometimes there is no UBO or there is doubt whether the identified person really is the UBO. In such cases, one or more ‘pseudo-UBOs’ must be designated. These are natural persons who belong to the senior management staff. It differs per type of legal entity or company who should be understood as such.

See our webpage on the Wwft for information on who is a UBO (or pseudo-UBO) with which legal entities and companies.

Questions?

Do you have any questions? Feel free to contact us.

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