Dutch UBO-register will enter into force on 27 September 2020

The Ultimate Beneficial Owner (“UBO”) register will enter into force on 27 September 2020. This register was based on an implementation bill that resulted from the fourth and fifth anti-money laundering directives by the European Parliament. The Dutch UBO register will be introduced as part of the Trade Register. This creates an obligation for legal entities established in the Netherlands and other legal entities to have and keep track of information about their UBOs. This information must be entered in the Trade Register.

Who needs to register?

To summarize almost every legal entity in the Netherlands needs to register its UBOs, including:

• private limited liability companies and public limited companies (excluding form listed companies);
• mutual insurance companies;
  cooperatives;
• associations with full legal capacity and with limited legal capacity operating a business;
• foundations;
• partnerships, general partnerships and limited partnerships.

What is an Ultimate Beneficial Owner?

A natural person can be qualified as a UBO with a capital company if he owns directly or indirectly more than 25 percent of the shares, voting rights or ownership interest. Moreover, it is also possible that the natural person is qualified as a UBO based on his or her actual control.

In case the UBO cannot be qualified under these rules and there are no anti money laundering suspicions, or the identity of the UBO is not certain, senior management will be considered as a "pseudo-UBO". Under Dutch law the natural person(s) who are managing director(s) will be regarded as senior management and thus have to be registered as a “UBO”.

Public access to data

The UBO data will be partly made public. The following six data will be publicly available in the register:

• name;
• month and year of birth;
• country of residence;
• nationality; and
• the nature and extent of the economic interest held by the beneficial owner in bandwidths. The exact size or monetary amounts will not be stated.

Other additional information will only be available for inspection by designated government agencies:

• address;
• date of birth;
• place and country of birth;
• BSN number or Tax identification number;
• copies of documents that substantiate the UBO status; and
• copies of documents that support why this person is qualified as a UBO and what the nature and scope of the economic interest of the UBO is.

Enforcement

Failure to comply with UBO registration can be criminalized as an economic offense, which in extreme cases can ultimately lead to the imposition of prison or community service.

Further information

If you need further information, please do not hesitate to contact our Asia team: Joost Vrancken Peeters at +31620210657 or [email protected] or Ye Yu at +31639267995 or [email protected]. Jiahui Plomp authored this article.