Implementation of UBO Register in the Netherlands

What is new?
A special register will make it transparent who is the ultimate beneficial owner ("UBO") of a company or legal entity. This is a measure in the fight against money laundering and terrorism financing. Corruption, tax crimes and, for example, tax fraud will also be made more difficult upon implementation of the UBO register. The register in which the UBO information is included will become part of the trade register and will therefore be managed by the Chamber of Commerce.

For whom?
All companies established in the Netherlands and legal entities that have their registered office in the Netherlands according to their articles of association, ultimate beneficial owners of a company or legal entity.

Organizations with the following legal forms are required to register UBOs:

• unlisted private and public limited companies
• foundations
• associations:
• mutual insurance companies:
• cooperatives
• partnerships: partnerships, general partnerships and limited partnerships
• shipping companies
• European limited liability companies (SE)
• European cooperative societies (SCE)
• European economic partnerships that have their registered office in the Netherlands according to their statutes (EEIG)

No obligation to report
If your organization has one of the following legal forms, you have no obligation to register the UBO's of:

• sole proprietorships
• listed private and limited liability companies
• 100% subsidiaries of listed companies
• owners' associations
• legal entities in formation
• associations with limited legal capacity that do not run a business
• public legal persons
• other private legal entities, including historical legal entities (such as guilds and courtyards)

Foreign legal entities, such as a Ltd or GmbH, and foreign legal entities that only have branches in the Netherlands ('branch offices') are not obliged to register in the Netherlands. The Ltd or GmbH must register UBOs in the country of incorporation.

When?
The Implementation Act registration of ultimate beneficial owners will take effect on 27 September 2020. As of 27 September 2020 the qualifying entities will need to register their UBO's, qualifying entities can register until 27 March 2022.

Please contact us should you have any questions or would like to register the UBO of your company.

Jeroen Oostenbink
Partner
(jo@wvant.com)