A UBO is an ultimate beneficial owner of a legal entity or company. Part of the Wwft client screening is that we are obliged to investigate who the UBOs are. According to the law, the 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). Who a UBO is differs per type of legal entity or company (see below).

Sometimes, there is no UBO or there is doubt as to whether the identified person really is the UBO. In such cases, one or more pseudo-UBOs must be relied on. 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 below). Pseudo-UBOs are a fallback option: in the case of companies, this does not happen very often; however, it does occur more often in the case of foundations and associations.

UBO of a BV or NV (non-listed companies)

Every natural person:

• holding directly or indirectly more than 25% of the shares (irrespective of the profit and voting rights attached thereto); or
• holding directly or indirectly more than 25% of the voting rights (irrespective of shareholding); or
• holding directly or indirectly more than 25% of the ownership interest (irrespective of shareholding, therefore depositary receipt holders can be UBOs) (‘ownership interest’ means the right to distribution from the assets of the company, such as a right to profit, reserves or the surplus after liquidation); or
• being the ultimate owner or having the ultimate control with other means than shares, voting rights or ownership interest (e.g. a natural person who, as shareholder, has the (veto) right to appoint/ dismiss the majority of the board members); or
• exercising (dominant) effective control otherwise (being the ultimate policymaker).

Pseudo-UBO (fallback option, see above): any director under the articles of association. If a director under the articles of association is a legal entity, it concerns any natural person who is a direct or indirect director under the articles of association.

UBO of a foundation (stichting), association (vereniging), mutual insurance company (onderlinge waarborgmaatschappij) or cooperative (coöperatie)

Every natural person:

• holding directly or indirectly more than 25% of the ownership interest (ownership interest means earnings from capital, such as profits, reserves or from surplus after liquidation);
• holding directly or indirectly more than 25% of the votes in the event of an amendment to the articles of association; or
• exercising (dominant) effective control otherwise (being the ultimate policymaker).

Pseudo-UBO (fallback option, see above): any director under the articles of association. If a director under the articles of association is a legal entity, it concerns any natural person who is a direct or indirect director under the articles of association.

UBO of a general partnership (vennootschap onder firma), partnership (maatschap), limited partnership (commanditaire vennootschap) and shipping company (rederij)

Every natural person:

• having a direct or indirect ownership interest of more than 25% (ownership interest means earnings from capital, such as profits or reserves, or from surplus after liquidation);
• holding directly or indirectly more than 25% of the votes in the event of a change in the cooperation agreement;
• holding directly or indirectly more than 25% of the votes cast in the performance of the cooperation agreement (other than by acts of management); or
• exercising (dominant) effective control otherwise (being the ultimate policymaker).

Pseudo-UBO (fallback option, see above): any partner, with the exception of limited partners (also known as silent partners) in a limited partnership. If a partner is a legal entity, it is any natural person who is directly or indirectly a director under the articles of association.

UBO of a religious denomination (kerkgenootschap)

Every natural person who, at the dissolution of the denomination, is appointed as legal successor in the statute of the denomination.

Pseudo-UBO (fallback option, see above): the natural persons mentioned as director in the statute, or if possible mentioned as director in the documents of the church organisation.