UBO register for ultimate beneficial owner

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. All EU countries have a UBO register.

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.

You will know who the UBO of you company is if you follow the steps in the preparation for you UBO report.

Registering your UBO

An authorised signatory or a civil-law notary can register a UBO with the Chamber of Commerce (KVK, in Dutch). Organisations that are required to register need to enter at least 1 UBO in the UBO register. Starting organisations that need to register UBOs do so when they register at the Chamber of Commerce or with the civil-law notary.

UBO register trusts

Trusts and similar legal structures must also register in the UBO register trusts. The administrator of the trust or similar legal structure – the trustee – is responsible for registering. You need to register within 7 days.

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.

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 public limited liability companies (nv's) and unlisted private limited liability companies (bv's)
• foundations
• associations with full legal capacity and associations with limited legal capacity but with business activity
• mutual insurance companies
• cooperatives
• partnerships: professional partnerships (except silent partnerships that do not operate a business), general partnerships (vof's), and limited partnerships (cv's)
• shipping companies
• churches (religious societies)
• 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 limited liability companies (bv's) and listed public limited liability companies (nv's)
• 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)

Changing or deregistering UBOs

You have to change your UBO data if the circumstances change. For instance, when the shares of your UBOs change or when certain persons are no longer your company’s UBO. You must also deregister persons if they are no longer a UBO. You have to change the data in the UBO register and deregister your UBOs within 7 days of any changes.

Foreign legal entities

Foreign legal entities, such as an Ltd or GmbH, are not required to register their UBOs in the Netherlands. They should register their UBOs in the UBO register of their country of origin. Foreign companies that only have branch offices in the Netherlands do not have to register their ultimate beneficial owners in the Netherlands.