UBO registration required for Dutch companies registered in the Netherlands
What does UBO stand for?
The Amended Act on the Prevention of Money Laundering and Financing of Terrorism (Dutch AML Act) was entered into effect on 25 July 2018.
Article 3 of the Governmental Decree (on the basic of Dutch AML Act) gives a definition of UBO.
For a simplified version, UBO stands for “ultimate beneficial owner,”; a natural person who owns or controls a company or asset.
In the case of a BV or NV, it concerns individuals holding more than 25% of the shares or voting rights or individuals controlling the company.
They are the person or group of people who benefit the most from the ownership or control of a company, even if their name does not appear on the official documents.
Why is it important to identify who the UBO is?
Identifying the UBO is crucial because it allows authorities to trace the flow of money and assets to ensure that they are not being used for illegal purposes.
What is the obligation required of a Dutch company?
In the Netherlands, the obligation to identify and report the Ultimate Beneficial Owner (UBO) of a company is regulated by the Dutch implementation of the European Union’s Fourth Anti-Money Laundering Directive.
Dutch companies are required to identify their UBOs and maintain accurate and up-to-date records of their ultimately beneficiary information.
This information must be submitted to the Kamper van Koophandel (Netherlands chamber of commerce) and made publicly available.
Kamer van koophandel UBO register
If there is any changes in beneficial ownership or control, the Netherlands chamber of commerce requires that dutch companies update their UBO information within 7 days.
Failing to comply with the UBO disclosure requirements can result in administrative penalties or fines. In serious cases, criminal sanctions may apply.
What if there is no 25% of the shares or voting rights or individuals controlling the company?
If this is the case, a natural person who holds the title of a senior official will be deemed a pseudo-UBO. All managing directors will be regarded as a pseudo-UBO.
How do I register or de-register an UBO?
If you are a dutch resident director, you can made any changes via the Netherlands chamber of commerce website online.
For non-resident director operating their B.V. abroad, you need to complete an UBO-opgave and send it by post together with the required attachments to the Kamper van Koophandel.
An example of a required attachment would be the latest structure chart.
On some occasions, a structure chart may not be sufficient.
The Netherlands chamber of commerce may ask for more information to support the UBO declaration.
Therefore, it is important to go through the whole structure at each level and provide evidence as proof accordingly.
Would UBO information become public information?
Not all UBO information will be made public; only their first and last name, nationality, country of residence, month and year of birth, and the importance and scope of their interest in the organization will be shown at Dutch Chamber of commerce.
However, as of today post, UBO data is temporarily not public due to a ruling by the European Court of Justice.
Non-public UBO information
There is also non-public UBO information.
Dutch authorities may request the place of birth, birthday, residential address, BSN and TIN, copy of the identity document, and documents showing the importance and scope of this interest on a need basis such as to investigate money laundering or other suspected criminal offence.
Need help for submitting the changes?
Are you a non-resident director needing assistance with submitting changes?
Our UBO all-in-one package can help.
Instead of spending time trying to figure it out on your own, engage a local specialist to lift the burden off your shoulders.
Confused with all the information available online?
What includes in this package?
1.conduct detailed research to identify UBOs,
2.complete the UBO-opgave,
3. gather the required attachments to file together with the UBO-opgave,
4.send it by post with track and trace to ensure safe arrival.
5. follow up
Who would benefit for this package ?
1. Those who are non-resident director
2. Those who may be afraid of not filing UBO declaration correctly
3. Those who wants to ensure the their dutch company is in compliance with the new UBO rules
4. Those who has a limit budget and want to minimise the costs
5. Those who do not know how to or do not want to be bothered with administrative work