UBO Register in the Netherlands
As of 27 September 2020 all Dutch entities are required to register the persons who have an interest of more than 25% in the company. This register is called the UBO register.
What is a UBO?
An Ultimate Beneficial Owner (UBO) is defined as the natural person who is the ultimate owner or has a decisive vote in the respective legal entity or enterprise. If no UBO can be identified, a senior managing official (hoger leidinggevend personeel), being the natural persons of the management board of the legal entity or enterprise must be registered as the UBO (the so-called “pseudo-UBO”).
The following persons will be considered as UBO:
- persons who (directly or indirectly) own more than 25% of shares of a company or legal entity
- persons who (directly or indirectly) have more than 25% of voting rights of a company
- persons who are effectively in control of the company.
Which companies are required to register a UBO?
The companies that are required to register are:
- private and public limited companies (B.V.’s / N.V.’s) not listed on the stock exchange
- associations with full legal capacity
- associations with limited legal capacity but with business activity
- mutual insurance companies
- partnerships: partnership (maatschap), general partnerships (vennootschap onder firma) and limited partnerships (commanditaire vennootschap)
- shipping companies
- European limited liability companies (SE)
- European cooperative societies (SCE)
- European economic interest groupings that have their registered office in the Netherlands according to their statutes (EEIG)
Foreign companies that only have branch offices in the Netherlands do not have to register their ultimate beneficial owners in the Netherlands. Foreign companies (for example Ltd or GmbH) should register their UBOs in the UBO-register of their country of origin, in accordance with the legislation in the home state.
What information should be provided to the Dutch authorities?
- First and last name of the UBO
- Birth date of the UBO
- Copy of passport
- Social security number if available
- Place of birth of the UBO
- Nationality of the UBO
- Country of residence
- Private address of the UBO if the country of residence is outside the Netherlands
- The type and the size of the interest (number of shares) and proof
- If persons who are effectively in control of the company (manager directors) will be considered as the UBO, no proof is required if they are registered at a trade register.
Please be informed that not all aforementioned information will be visible to third parties.
How can the UBO-registration be arranged?
Dutch residents are able to register themselves as a UBO by filing the information on the website of the Dutch trade register (KVK). They will need their DigiD code (Dutch security code to access personal government documents) and an IBAN bank account to transfer € 0,01 as a confirmation of the registration.
Foreign residents are required to use the services of Dutch notaries. If a foreign resident is already registered with the Dutch trade register as legal representative of the company he/she can file an application in writing by using the applicable form. The trade register requires an email address and phone number of the person who files the application.
When should the registration be arranged?
Dutch companies should arrange the registration within 18 months after 27 September 2020, which means by the end of March 2022. Most companies will receive a letter from the Dutch trade register with a request for the registration. However companies don’t have to wait for the invitation and can register the UBO’s themselves.
The UBO’s of new companies, incorporated after 27 September 2020, will be registered automatically during the incorporation process.
Our legal team is able to assist you during the registration and to answer any questions you may have about the UBO register. Please feel free to contact us.