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Companies and legal entities must register 1 or more UBOs. UBOs (Ultimate Beneficial Owners) are the owners or the persons who are in charge of a company. The UBO register helps to prevent financial and economic crimes such as money laundering, financing terrorism, tax fraud and corruption. The register makes it clear to whom money is sent. This way, people cannot hide any potential financial crimes behind a corporation.
What is a UBO?
A UBO is the owner or the person who is effectively in control of an organisation: the ultimate beneficial owner of the company.
Ultimate beneficial owners are for instance:
- persons who own more than 25% of shares of a company or legal entity, or
- persons who have more than 25% of voting rights of a company, or
- persons who are the statutory directors of a company, or
- persons who are effectively in control of the company
Is your enterprise, for instance, part of a holding company? Then the owner of the holding is the ultimate beneficiary (UBO) or your organisation.
Organisations that need to register UBOs
It depends on your legal form if your organisation must register UBOs. Organisations that must register UBOs are:
- unlisted private companies and unlisted public limited companies
- associations with full legal capacity
- associations with limited legal capacity but with business activity
- mutual insurance companies
- partnerships: professional partnerships, general partnerships and limited partnerships
- 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)
Religious denominations are also required to register UBOs. It is not yet certain when this will be possible; the religious denominations will be informed when it is.
Organisations without registration duty
You are not required to register your UBOs if you have 1 of the following organisations:
- sole poprietorships / sole traders (eenmanszaken)
- listed private companies and listed public limited companies
- 100% subsidiaries of listed companies
- owners’ associations
- legal structures in formation (in oprichting)
- associations with limited legal capacity and without commercial activities
- legal entities under public law
- other private bodies, including historical legal entities such as guilds and courtyards (hofjes)
Registering your UBO
Every EU country will need to keep a UBO register. In the Netherlands you register your UBO with the Chamber of Commerce (KVK). You can do so until 27 March 2022. Organisations that are required to register need to enter at least 1 UBO in the UBO register. Only an authorised signatory of your organisation can register. Starting organisations that need to register UBOs do so when they register at the Chamber of Commerce or with the civil-law notary.
Registering a foreign UBO
If a foreigner has an interest as described in your company in the Netherlands, you must register this person in the UBO register. It makes no difference if this person lives in the Netherlands or abroad nor does their nationality.
Changing or deregistering UBOs
You can change your UBO data. For instance, when the shares of your UBOs change or when certain persons are no longer your company’s UBO. You have to change the data in the UBO register and deregister your UBOs within 7 days of any changes.
Public UBO register
Some of the data in the UBO register is public. This concerns:
- full name
- month and year of birth
- country of residence
- nature and extent of the UBO's interest
To consult these data, you can order an extract from the UBO register at the Chamber of Commerce (in Dutch). All other contents of the UBO register can only be consulted by competent authorities such as the Public Prosecution Service. For example to investigate money laundering or the financing of terrorism.
Foreign legal entities
Foreign companies that only have branch offices in the Netherlands do not have to register their ultimate beneficial owners in the Netherlands. An Ltd or GmbH should register their UBOs in the UBO register of their country of origin.