Dutch UBO registration has already started!

As of 27 September 2020, companies and other legal entities will be subject to the UBO registration requirement in the Netherlands. The abbreviation UBO stands for Ultimate Beneficial Owner and refers to the natural person who ultimately pulls the strings of an organization. Existing legal entities have eighteen months (until 27 March 2022) to register their UBOs. Newly established legal entities must do so at the time of registration. 

A UBO is considered to be a UBO if a natural person has a direct or indirect ownership or control interest of more than 25 percent in a legal entity. If it is not possible to appoint such a person, the senior management of the entity will be registered as a UBO: the pseudo or quasi-UBO. In the case of partnerships, these are the managing partners; in the case of other entities, they are the directors under the articles of the entity.

See about the main lines of this UBO registration obligation our communication Dutch UBO registration will soon take effect.

However, the FIU, the competent authorities and designated gatekeepers such as credit institutions, financial institutions and notaries retain access to your blocked data in the event of blocking.

You can object to a rejection by the Chamber of Commerce and lodge an appeal with the courts. The Chamber of Commerce will immediately block your data upon receipt of your request for blocking and they will remain blocked until there is a final (irrevocable) decision on your request for blocking.

What does this mean for your company or organisation?

Companies or other legal entities incorporated in the Netherlands must register their UBOs as of 27 September 2020. Think of private companies, (unlisted) public limited companies, foundations, associations with full legal capacity (formal association) and informal associations that run a business, shipping companies, partnerships, limited partnerships, cooperatives and mutual societies. This obligation to register also applies to charities, including religious associations.

Foreign companies and legal entities operating an enterprise in the Netherlands must register in the trade register, but do not have to register their UBOs in the Netherlands. They may, however, be subject to the obligation to register in other EU/EEA countries. 

This registration must take place at the time of the first registration of the legal entity in the trade register or when an additional statement is required. Existing legal entities will have eighteen months after the introduction of the UBO register to register the UBO data and to deposit the UBO documents. This also applies to legal entities established in the Netherlands that have meanwhile moved abroad. For this purpose, they must re-register in the trade register. After these eighteen months, the normal period of no more than one week will apply, for example for passing on changes to the UBO. 

UBO registration

Naturally, we can also help you register your UBO. Our Entity Governance & Compliance team is happy to carry out the registration of UBO(s) of existing companies and other existing legal entities. UBO(s) of newly incorporated organisations will in most cases be registered by the relevant Dutch civil-law notary as part of the process of incorporation.

The UBO registration in other countries

The European Directive obliges EU and EEA countries to introduce a public UBO registration for companies and other legal entities. The directive prescribes a minimum implementation. Some EU and EEA countries have chosen to introduce a more far-reaching registration. This has prompted PwC, with the help of PwC's European network, to carry out a competition on five specific aspects of registration in 30 EU and EEA countries, in the United Kingdom and Gibraltar. The 2020 PwC publication can be found here.

This PwC publication builds on the December 2019 PwC survey of seventeen EU and EEA countries, which covered more aspects of UBO registration.