Introduction of the Dutch UBO register

Resulting from European regulations, the Dutch UBO register will finally enter into force on 27 September 2020. It is designed to prevent the use of the financial system for money laundering and terrorist financing, by making transparent who is pulling the strings at organizations established in the Netherlands. In addition, the public nature of the register enables individuals and organizations to make better informed decisions with regards to the question – who do they do business with. In the Netherlands, the management of the UBO register is entrusted with the Chamber of Commerce.

“UBO” stands for “Ultimate Beneficial Owner” of an organization. An individual who ultimately owns and/or controls (has voting rights or factual say) more than 25% of the shares in a company (directly or indirectly), shall be considered as a UBO of an organization.

“Pseudo-UBOs” are designated in exceptional cases where no UBOs may be determined and these shall be the board members of an organization.

A range of organizations with various legal forms are required to register their UBOs, among them being unlisted private and public limited companies, foundations and cooperatives. Foreign legal entities, such as an “Ltd.” or “GmbH”, and foreign legal entities that only have branches in the Netherlands ('branch offices') are not required to register in the Netherlands. These must register their UBOs in the country of incorporation.

The processing of personal data in the UBO register will take place in accordance with the General Data Protection Regulation (AVG).

Registration of UBOs shall commence on 27 September 2020 at 8 a.m. The Chamber of Commerce will send a letter with instructions in good time to all organizations that are obliged to declare the relevant information to the Trade Register. This can be done online, via a filled in form sent by post or via a notary. The deadline set for submitting applications for existing entities is until March 27, 2022. There are no costs attached to this. Only those authorized to sign within an organization are allowed to register UBOs. In case of multiple organizations a UBO statement must be submitted for each one them.

From 27 September 2020, newly incorporated organizations are obliged to declare and register one or more UBOs, otherwise they will not be assigned a Chamber of Commerce number. New organizations register their UBOs during the registration process at the Chamber of Commerce or via a notary. They cannot register their UBOs online. Registering UBOs for newly incorporated organizations is also free of charge.

It has been legally determined that part of the UBO data will be public. Anyone will have access to the following data:

• First and last name
• Month and year of birth
• Nationality
• Country of residence
• The nature and extent of the interest

Another part of the UBO data will not be public. This would only be viewed by competent authorities (such as the Public Prosecution Service). They use this data to research the use of the financial system for money laundering and terrorist financing:

• Day and place, country of birth
• Residence address
• Tax identification number/citizen service number

For some entities registration of UBOs would not be required:

• One –man firms
• Public/listed companies
• 100% subsidiaries of listed companies
• Some other cases