News Update Corporate M&A
25 September 2020
On 7 July 2020, the Act implementing registration of ultimate beneficial owners of companies and other legal entities (the "Implementation Act") was published in the Dutch Government Gazette. This Act, which applies to all legal entities (except listed companies and their direct and indirect full subsidiaries), obliges them, as of 27 September 2020, to register information about their ultimate beneficial owner(s) (“UBO") in a register kept by the Chamber of Commerce (the "UBO Register"). A second bill will be drafted regarding registering UBOs of trusts and comparable legal entities.
What is UBO?A UBO is any natural person who is the ultimate owner of a company or who exercises control over a company or other legal entity. For legal entities, this will be any natural person who holds more than 25% of the shares, the voting rights or the ownership. A natural person who holds a beneficial interest of less than 25% in a company, but exercises control over it through other means, is also considered a UBO.
If a company or legal entity does not have a UBO, a pseudo UBO must be assigned. For the purposes of the Implementation Act, a pseudo UBO refers to the board of directors under a company’s articles of association (i.e. all directors, irrespective of their legal authority). If a legal entity has been appointed as director, each natural person on the board of that legal entity is considered a pseudo UBO.
Registration in and access to the ubo registerThe UBO register will include the following information about the UBO:
a. the citizen service number (burgerservicenummer); b. a tax identification number (if the UBO is not resident in the Netherlands); c. name, month and year of birth, state of residence, nationality; d. date, place and country of birth; home address; and e. the nature of the UBO's beneficial interest (shares, voting right, ownership) or the UBO's control exercised through other means and the percentage (in bandwidths of >25-50%, 50-75%, and >75%) and a substantiation.
On registration, the legal entity must provide documentation to enable verification, e.g. an energy bill, register of shareholders, organisation chart, deed of incorporation, etc.
The public will only be able to access the UBO Register information referred to at c. and e. above. There will be a fee to do so. The other information is only accessible to the Dutch Financial Intelligence Unit (FIU) and other competent authorities.
Registration in the UBO Register is mandatory, although the entity concerned may request that certain information about the UBO is shielded from the public. This request will only be granted if the UBO is (a) under police protection, (b) a minor, or (c) placed under guardianship.