Registration of Ultimate Beneficial Owners of trusts and similar legal arrangements
It is expected that trusts and similar legal arrangements (soortgelijke juridische constructies) must register their ultimate beneficial owner(s) (“UBO”) with the trust register kept by the Dutch Chamber of Commerce (Kamer van Koophandel) as of October 1, 2022 (Act of November 24, 2021, containing rules pertaining to the registration of ultimate beneficial owners and similar legal arrangements (“Act”)).
Under the Act, trusts and similar legal arrangements are obliged to keep record of and to centrally register information about their UBOs. Within three months from the date the Act enters into force, trusts and similar legal arrangements should register their UBOs with the trust register. For the purposes of this short read, trusts shall include similar legal arrangements (soortgelijke juridische constructies). ‘Similar legal arrangements’ are funds established by (a set of) agreement(s) not being an undertaking under the Dutch Trade Register Act 2007 (Handelsregisterwet 2007), in which participants accumulate assets which are invested for the joint account or used otherwise for the benefit of the UBOs. For example, open and closed funds on joint account (open en besloten fondsen voor gemene rekening).
The obligation to keep record of and to register UBOs rests with the trustee or the person who has a similar position with a similar legal arrangement. The UBO of a trust is the person who ultimately owns or controls the trust. In any case, the following categories must be regarded as UBOs:
- the incorporator(s);
- the trustee(s);
- to the extent applicable, the protector(s);
- the beneficiaries or insofar the individual persons who are the beneficiaries have not yet been identified, the group of persons in whose interests the trust was created or is operating; and
- any other person who exercises ultimate control over the trust through ownership or other means.
In principle, no threshold applies in determining the UBO of a trust, except for the beneficiary for whom a three percent interest threshold applies. This is different from the UBO register for legal entities, whereby generally, a threshold of 25% applies.
Only trusts of which the trustee is resident or established in the Netherlands are obliged to keep record of and to register information about their UBO(s). In addition, the obligation applies to trusts of which the trustee is resident or established outside the EU, and on behalf of the trust acquires real estate in the Netherlands or enters into a business relationship in the Netherlands with a Wwft institution such as a bank, an accountant, a lawyer, a civil law notary or a tax consultant. If the trust already registered information about its UBO(s) in a trust register of another member state of the EU, it is exempted to do so in the Netherlands.
The trust is obliged to register its name, nature, date and place of establishment, objects and documents evidencing such information, such as the deed of trust or agreement. 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), email address, the nature and extent of the UBO’s economic interest and any and all documents evidencing such information.
If you have any further questions regarding this topic, please feel free to reach out to us.