What is the UBO register and what does the ‘feedback obligation’ entail?

In our Wwft client screening, we are obliged to consult the UBO register, to determine whether the client’s UBOs are recorded and, if so, to save an extract of the UBO registration.

If the UBOs are registered in the UBO register, we will see the following information about those UBOs: who are registered as UBOs and their full names, months and years of birth, nationalities, states of residence and the nature and scope of the interests.

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. This is our ‘feedback obligation’ in Wwft services. Our duty of confidentiality is breached by this feedback obligation. If UBO information has not yet been registered, our feedback obligation does not apply.

Since 1 November 2022, there is also a trust register; a UBO register for trusts and similar arrangements (at least for the mutual fund). The trust register is separate from the UBO register explained above and below (the UBO register for companies and legal entities). More information on the trust register can be found on this Dutch government website.

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 deadline was 27 March 2022. If the registered UBOs change, legal entities and companies must carry out an update in the UBO register within one week. The UBO register is part of the Commercial Register of the Chamber of Commerce. Since 22 November 2022, the UBO register is no longer public. This was decided following a ruling by the European Court of Justice (read more).

What is the purpose of the UBO register?

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.

Who is UBO for the UBO register?

The definition of ‘UBO’ for the UBO register is the same as for our Wwft-UBO investigation (see ‘What is a UBO (or pseudo-UBO)?’).

Who is responsible for registration in the UBO register?

The legal entity or company subject to the registration obligation is itself responsible for the correct and timely listing of all UBOs. The UBOs do have a legal duty to cooperate.

Which organisations must register their UBOs?

Virtually all legal entities and companies in the Netherlands fall within the scope of the UBO register. The obligation to register in the UBO register applies to:

  • private limited companies (BVs);
  • public companies (NVs) (unlisted);
  • foundations (stichtingen) (including Trust Office Foundations (STAKs) and Public Benefit Organisations (PBOs);
  • associations (verenigingen) with or without full legal capacity but with an enterprise (owners’ associations (verenigingen van eigenaren) are excluded);
  • partnerships (personenvennootschappen) (partnerships (maatschappen), general partnerships (vennootschappen onder firma), limited partnerships (commanditaire vennootschappen));
  • mutual insurance associations (onderlinge waarborgmaatschappijen);
  • cooperatives (coöperaties);
  • European NVs, European CVs, European Economic Interest Groupings which, according to their articles of association, have their registered offices in the Netherlands;
  • shipping companies; and
  • religious denominations (kerkgennootschappen).

 Exempt from the obligation to register in the UBO register are:

  • listed public company registered in the Netherlands and direct or indirect 100% subsidiary companies of listed companies registered in the Netherlands (the 100% interest can also be held indirectly);;
  • sole proprietorships (eenmanszaken);
  • owners’ associations (verenigingen van eigenaren);
  • associations without full legal capacity and without an enterprise;
  • legal entities governed by public law; and
  • other legal entities governed by private law (courtyards (hofjes), guilds, foundations, farmers’ markets).

 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.

What if the obligations for the UBO register are not complied with?

Non-compliance with the obligations for the UBO register can be punished under both administrative and criminal law. This applies to:

  • legal entities or companies subject to registration which are involved in non-registration, incorrect or incomplete registration;
  • UBOs that have failed to comply with the duty to cooperate; and
  • Wwft institutions (lawyers, civil-law notaries, banks, etc) that have not complied with the feedback obligation.