Mandatory registration of Ultimate Beneficial Owners (‘UBO’) as of 27 March 2022

In our news item of 28 September 2020, we already informed you that as of 27 March 27 2022, organizations with a so-called “UBO” (Ultimate Beneficial Owner) must register their UBO in the Commercial register. That moment is now here.

Are you planning to register a newly formed entity in the Commercial register? If so, be mindful to register the UBO’s in the UBO Register. If you forget to register a UBO (on time), you are in violation. Criminal and/or administrative sanctions could then follow.

Who qualifies as UBO?

The UBO is a natural person who has a direct or indirect interest in a legal entity (think for example of a ‘besloten vennootschap’ (private company with limited liability), a ‘naamloze vennootschap’ (public limited company), a ‘stichting’ (foundation) or a ‘vereniging’ (association)). You qualify as a UBO if you hold more than 25% of the shares in a legal entity or have more than 25% of the voting rights or economic interests. In cases where no UBO can be indicated, the statutory director of an organization can be regarded as a ‘pseudo-UBO’.

What information/data do you need to provide?

After determining the UBO, you need to add a number of documents to the registration:

  • Documents showing the UBO’s interest in the organization (for example, a register of shareholders or a deed of incorporation). It is advisable to add an organizational chart of the organization;
  • A valid identity document (passport, identity card, Dutch driver’s license or residence permit);
  • For UBO’s residing in the Netherlands: first names and surname, citizen service number (BSN);
  • For UBO’s residing abroad: first names and surname, date of birth, country and place of birth, TIN (Tax Identification Number) and country of issue of TIN, nationality and residential address.

For further explanation on the UBO Register, for example on the possibility to shield certain UBO data in the Trade Register, we refer to our news item of 28 September 2020.

Do you have any questions or would you like advice on UBO registration? Then please contact Lusine Shahbazyan (+31-6-12871576) or Helger Kamerman (+31-6-51080187).

This article was published in the Newsletter Vestius of April 2022