Mandatory registration of ultimate beneficial owners ultimately per March 27, 2022
No later than March 27, 2022, all existing legal entities must have their ultimate beneficial owners (“UBO”) registered with the UBO register kept by the Dutch Chamber of Commerce (Kamer van Koophandel). Among other things, the UBO register aims to prevent money laundering and terrorist financing. The obligation to register UBOs of newly incorporated legal entities already exists since September 27, 2020.
Non-compliance with the obligation to register the UBOs qualifies as an offence as of March 27, 2022. Not registering (in time) or providing incorrect information can have consequences for the legal entity. The completeness and correctness of the UBO registrations will be enforced by the Bureau of Economic Enforcement (Bureau Economische Handhaving) (“BEH”) of the tax and customs administration. The BEH can issue a fine of up to EUR 21,750 in case of incomplete or incorrect registrations. In addition, a criminal investigation can result in community service or imprisonment for managing directors for up to six months.
The person(s) who ultimately own(s) or control(s) the legal entity qualifies as the UBO of such a legal entity. In principle, a threshold of more than 25% applies in determining who is the UBO. For example, a shareholder of a company who holds more than 25% of the shares in the Company’s capital is the UBO. In the Netherlands, the following legal entities must register their UBO(s):
- unlisted public limited companies (naamloze vennootschappen) and private companies with limited liability (besloten vennootschappen met beperkte aansprakelijkheid);
- associations with full legal capacity (vereniging met volledige rechtsbevoegdheid) and with limited legal capacity (verenigingen met beperkte rechtsbevoegdheid), provided that such association with limited legal capacity runs a business;
- mutual insurance societies (onderlinge waarborgmaatschappijen);
- cooperatives (coöperaties);
- partnerships (personenvennootschappen);
- shipping companies (rederijen);
- European societies (Europese naamloze vennootschappen);
- European cooperative societies (Europese coöperatieve vennootschappen); and
- European Economic Interest Groupings (Europese economische samenwerkingsverbanden) having their statutory seat in the Netherlands.
The information to be registered pertaining to the UBO consists of its name, date, place and country of birth, nationality, residential address and state, BSN (burgerservicenummer) or TIN (fiscaal identificatienummer), the nature and extent of the UBO’s economic interest, provided that the UBO qualifies as such on the basis of holding shares, voting rights or economic interest and any and all documents evidencing such information.
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