The legislation regarding Ultimate Beneficial Owners (UBOs) is evolving. In 2026, a policy rule came into effect in the Netherlands to establish guidelines for imposing administrative fines for non-compliance with the UBO registration obligation. Additionally, the EU AML package, adopted on 30 May 2024, includes the Sixth Anti-Money Laundering Directive (AMLD6) and the EU AML Regulation (AMLR). These regulations introduce significant changes to UBO identification and registration, largely applicable in the Netherlands from mid-2027. Below is a brief update to keep you informed about the latest developments.

Policy Rule on Administrative Fines for UBO Registration Compliance

Since the implementation of the Fourth European Anti-Money Laundering Directive, the Dutch Chamber of Commerce has maintained a UBO register. This register contains information about the ultimate beneficial owners of companies and other legal entities, including identification details and the nature and extent of their ownership or control. The purpose of maintaining a central UBO register is to increase transparency of legal structures and to prevent individuals from concealing their identities behind companies or other entities. As of 1 January 2026, the Policy Rule on Administrative Fines for UBO Registration Compliance (Beleidsregel bestuurlijke boetes handhaving registratie uiteindelijk belanghebbenden van vennootschappen en andere juridische entiteiten) has entered into force. This policy establishes guidelines for administrative enforcement through fines. If a legal entity fails to ensure that the required information is accurately and completely registered, the Financial and Economic Integrity Service (DFEI), acting on behalf of the Dutch Minister of Finance, may impose an administrative fine. For 2026, the maximum fine for failing to register UBOs, or for providing incorrect or incomplete information, is EUR 27,500.

Key changes under EU AML6 and the EU AML Regulation

The AML6 and the AMLR introduce significant changes to UBO identification and registration, largely applicable in the Netherlands from 2027. The AMLR has direct effect in EU member states, with most provisions taking effect from 10 July 2027. AMLD6 must be transposed into national law by 10 July 2027.

Some key changes include:

• The AMLR modifies the UBO definition, lowering the current threshold from “more than 25%” to “25% or more.” As a result, more individuals will be considered UBOs. The European Commission may also set a lower threshold, generally to 15%, for certain high-risk categories of companies.
• The AMLR explicitly states that family ties can confer actual control, clarifying an aspect that was previously not explicitly regulated.
• Currently, companies whose shares are listed on a regulated European market are exempt from UBO registration. This exemption also applies if the listing is on a stock exchange outside the European Union, provided that comparable disclosure requirements apply to the company as a result of that listing. In addition, the exemption applies to companies whose shares are held, directly or indirectly, 100% by such a listed company. The AMLR will significantly restrict the exemption for listed companies. The expectation is that the exemption will only apply if the company is listed on a regulated European market and only natural persons, based on voting rights, have direct (not indirect) control over the listed company. This condition is expected to be met only in exceptional cases. The exemption will apparently no longer apply to wholly owned (direct or indirect) subsidiaries.
• Under current Dutch rules, if no UBO can be identified on the basis of ownership or control, a company must register its senior managing officials as so-called “pseudo-UBOs.” The AMLR will abolish this concept. Where no UBO can be identified, the entity will instead be required to file a substantiated statement with the UBO register explaining why it was not possible to determine the beneficial owner and specifying the nature of the uncertainty regarding the information obtained. The details of the senior managing officials must still be registered, but without designating them as UBOs. The AMLR also broadens the definition of senior managing officials. In addition to natural persons who serve as executive members of the management body, the term will include individuals who exercise executive functions within the legal entity and who are responsible and accountable to the management body for the entity’s day-to-day management.
• AMLD6 identifies certain groups presumed to have a legitimate interest in accessing UBO registers, including investigative journalists, civil society organizations focused on combating money laundering and terrorist financing, and competent authorities from third countries. Others may also request access if they can demonstrate a legitimate interest. Provisions regarding “legitimate interest” will be further detailed in a ministerial regulation (AMvB).

How these changes will ultimately operate in practice and apply to Dutch legal entities is not yet fully clear. Further clarification is expected through the Implementation Act on the Prevention of Money Laundering and Terrorist Financing, which will implement the AMLR into Dutch law. Would you like to stay updated on the latest developments regarding the UBO register? Please do not hesitate to contact one of our corporate lawyers for assistance.