14.05.2024 · Short read

Changes for the UBO-register

In 2021, the European Commission presented a package of legislation to strengthen the EU’s anti-money laundering and countering the financing of terrorism rules. This package consists of, among other things, a regulation on the prevention of the use of the financial system for the purposes of money laundering and terrorist financing (“AML Regulation”). On January 18, 2024, the Council and European Parliament reached preliminary agreement on the AML Regulation. We would like to explain to you what changes the AML Regulation entails for the Dutch UBO register.

UBO register
The UBO register is a register that contains the personal details of ultimate beneficial owners (“UBOs”) of Dutch legal entities. As of March 28, 2022, all legal entities om the Netherlands must register their UBOs. In addition, institutions that are regulated by the Dutch Anti-Money Laundering and Anti-Terrorist Financing Act (“AML Institution”), such as notaries or lawyers, may not enter into new business relationships with legal entities who have not registered their UBOs. UBOs are the owners or the persons who are effectively in control of an organization and are, for instance, persons who own more than 25% of shares or have more than 25% of the voting rights of a company or legal entity.

The definition of UBO in EU legislation will be amended by the AML Regulation. At this time, a UBO is having an interest of ‘more than 25%”. The AML regulation will set the threshold for beneficial ownership at an interest of 25% or more; this means that persons holding an interest of exactly 25% must also be identified as a UBO.

Not only EU legislation, but also national legislation for the UBO register is changing. Currently, due to a judgement of the European Court of Justice, information in the UBO register may not be made public because of conflicting privacy rules. To address this issue, the Dutch legislator has proposed new legislation. The proposed legislation changes the parties who will have access to the Dutch UBO register. These are the parties for whom it is necessary due to obligations resting on them to have full or partial access to the UBO information. In addition, access to the registers will be open to natural persons and legal entities with a legitimate interest.

AML institutions
The obligations of AML institutions with regard to the UBO register consist of (i) the obligation to consult the UBO register when entering into a new business relationship and (ii) the obligation to report discrepancies between the UBO register and the information on UBOs at their own disposal.

With respect to the first obligation, it is currently possible to determine whether or not there was a registration on the basis of the confirmation email from the Dutch Trade Register. As of June 1, 2024, it will be possible for the AML institution to request a certified extract from the UBO register from the client. The client can request this extract from the Trade Register. As soon as the AML institution is connected to the UBO registers, the legal obligation applies for these institutions to consult the UBO register themselves.

With regard to the second obligation, as long as an AML institution cannot consult the UBO register and therefore cannot identify discrepancies, that institution cannot report back either. As soon as an AML institution has access again to information from the UBO register, this obligation does apply again.

Q.G.M regularly assists its clients on their UBO registration. Please feel free to reach out to one of our corporate lawyers if you have any questions regarding your UBO registration.


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