As we have informed you earlier in our news alerts (on June 18, 2018 and April 16, 2016), the long expected UBO register is soon to be implemented in the Netherlands. The legislative proposal on this was finally submitted to the Dutch Parliament on April 4, 2019. The register is to be implemented in the Netherlands following the (Fifth AMLD) EU Directive 2018/843 of the European Parliament and the Council dd 30 May 2018, amending the (Fourth AMLD) EU Directive 2015/849 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing.
It is the plan to have the UBO register as a part of the Trade Register of the Dutch Chamber of Commerce. UBO information will be generally publicly available, with certain restrictions.
When will the Dutch UBO register come into force?
The UBO register should be implemented on January 10th, 2020.
Following this date, those subject for registering UBOs (companies that already exist at that time) will have a maximum of 18 months (up until 10 July 2021) to take care of the necessary registration procedures. Companies that will be incorporated after the date when the legislative proposal comes into force, will be obliged to register information on their UBOs at the moment of incorporation.
Who would be subject to registration?
Who is considered to be a UBO?
The UBO is a natural person who ultimately owns or controls a legal entity. There can be several UBOs within a structure. The following criteria for different entity types are applied:
N.B. Whenever a UBO cannot be determined under the set of rules above or when there is doubt regarding the identity of the UBO, the senior management of a legal entity will be considered UBOs (categorized as the so-called "pseudo-UBO").
Following Dutch law it is the practice to treat the natural person(s) who are managing a legal entity as pseudo-UBO(s).
What information would need to be registered?The UBO register in the Netherlands will be providing the following information on a UBO:
N.B. Competent authorities, such as Financial Intelligence Unit (FIU) and others will have access to a broader scope of information (would not be available for those gathering KYC information, researchers, journalists, civil society organizations):
Who is responsible for registering information on UBOs and what are the sanctions for non-compliance?
Those who own or those who are charged with the daily business of an entity are obliged to register the information on UBOs in the UBO register.
Non-compliance with the regulations may lead to administrative or criminal sanctions for either/both the owner and/or the management.
Limitations on public access
Basic information on UBO will be publicly available.
However, extensive details on natural persons will only be available to competent state authorities (tax authorities, financial intelligence authorities, prosecutor’s office, etc.)
It might be the case, that a UBO may request the Dutch Chamber of Commerce to impose limitations on publicly available information due to the following risks foreseen (at least one of them):
The parties requesting information from the Dutch Chamber of Commerce shall be obliged to register themselves with the Chamber and pay a fee for obtaining information.
How long would the information on UBO be kept?
Information on UBOs shall be available for at least 5 years but for no longer than 10 years after deregistration of a legal entity. The Dutch government intends to opt for a 10 year period.
Further on, each UBO register within the EU shall be linked to one another.
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