What is a UBO (or a pseudo-UBO)?

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 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 below). Designating one or more pseudo-UBOs is an ultimate fallback option. In the case of companies, this does not happen very often. However, it does occur in the case of foundations and associations.

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

Every natural person:

  • having a direct or indirect interest of more than 25% of the shares, voting rights or ownership interest; or
  • exercising effective control otherwise (being the ultimate policymaker).

‘Interest’ means an interest in the capital, such as a right to profit or the right to the surplus after liquidation. The term ‘effective control’ includes, for example, control by means of an issue of depositary receipts for shares, beneficial ownership, special types of shares with special control and/or profit rights, profit rights under the articles of association, contractual profit rights, voting proxies and, more specifically, being able to dismiss the majority of the directors, to amend the articles of association and to have a casting vote in other material decisions that enable dominant influence to be exercised.

Pseudo-UBO: 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:

  • having a direct or indirect interest of more than 25% of the ownership interest (ownership interest means earnings from capital 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 effective control otherwise (being the ultimate policymaker).

Pseudo-UBO: 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, including its 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 effective control otherwise (being the ultimate policymaker).

Pseudo-UBO: 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: the natural persons mentioned as director in the statute, or if possible mentioned as director in the documents of the church organisation.

UBO register and our feedback obligation

From 27 September 2020, we must consult the UBO register at our Wwft client screening. From that date, almost all Dutch legal entities and companies are obliged to register their UBOs in the UBO register and the UBO register goes ‘live’. Existing legal entities and companies are given a year and a half to register, but new entities must do so immediately.

If the UBOs are registered in the UBO register, we see the following information about those UBOs: first and last name, month and year of birth, nationality, country of residence, the nature and extent of the economic interest.

If there is a difference between the information registered in the UBO register and the UBO information we ourselves have, we are obliged to report this to the Chamber of Commerce (in the Netherlands, the UBO register is part of the Commercial Register of the Chamber of Commerce). This is our ‘feedback obligation’ for Wwft services. This feedback obligation overrides our duty of confidentiality (just like when we have to report an ‘unusual transaction’). We must substantiate the feedback with documents. The Chamber of Commerce then informs the legal entity that a discrepancy 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. If the legal entity has not yet registered UBO information, our feedback obligation does not apply.

The obligation to register in the UBO register applies in any case to BVs (non-listed), non-listed NVs, foundations, associations, religious denominations, mutual insurance companies, cooperatives, shipping companies and partnerships (partnership, general partnership, limited partnership). Exceptions include listed companies, sole proprietorships and owners’ associations. 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. Like the Wwft, the UBO register is based on European directives, so all member states of the European Union are obliged to maintain such a register from 2020.

COVID-19 mededeling

Ook in deze bijzondere tijden staan wij voor u klaar. Wij hebben maatregelen genomen zodat wij onze diensten aan u kunnen blijven verlenen. Neem dus gerust contact met ons op. U kunt op ons rekenen.

Als het voor de dienstverlening noodzakelijk is dat u bij ons op kantoor komt, dan ontvangt u een protocol met maatregelen voor uw en onze veiligheid.

Voor ondernemers hebben onze specialisten documenten opgesteld om de onderneming én de ondernemer te helpen in deze bijzondere tijden (zie onderaan deze mededeling).

COVID-19 notice

We are also there for you during these special times. We have taken measures so that we can continue to provide our services to you. Feel free to contact us. You can count on us.

If it is necessary for our services that you come to our office, you will receive a protocol with measures for your and our safety.

For entrepreneurs, our specialists have drawn up a document with tips to help both the company and the entrepreneur to manage insolvency risks due to the corona crisis.

Tips voor het ondernemen in bijzondere tijden: NOW, WHOA, digitaal vergaderen (NL)