In two previous articles, part 1 and part 2 , we explained what the obligations are for existing and new companies and entities with regard to the UBO register. Here is the yeast of the situation in a few points.
What is a UBO and what is the UBO register?
The Trade Register of the Chamber of Commerce contains a special UBO register. The ultimate beneficial owner (UBO) is the natural person who i) is (co-)owner of, ii) has voting rights in, iii) has an economic interest in or iv) has control over a company or other entity. Entities (that are obliged to do so) can register their UBOs in the UBO register. The criteria used to determine whether someone is a UBO differ per legal entity. The following persons can also be regarded as UBOs:
- someone who lives abroad;
- a natural person who holds an interest in a Dutch entity, whether or not through a foreign entity;
- a natural person who can be regarded as a ‘pseudo-UBO’.
The entity is responsible for registering and updating its UBOs in the Trade Register. The following information is registered in the UBO register:
- Personal data (such as name, date of birth, place of birth and nationality);
- The nature of the interest in the entity (such as shares, voting rights or ownership interest) and the size of the economic interest;
- BSN or foreign tax identification number (TIN);
- Copy of a valid identity document;
- Copy of documents showing the nature and extent of the economic interest (such as a shareholders’ register or did of incorporation).
If the entity does not comply with the registration obligation, this can lead to administrative enforcement (such as the imposition of administrative fines and/or periodic penalty payments) and even criminal enforcement (economic offense).
Would you like to read more about the UBO register? For part 1 see here and for part 2 here .
The UBO must be registered before March 27, 2022!
As previously announced, the deadline for registering the UBO is rapidly approaching. Although several political parties have recently requested the finance minister to drop the deadline, it is uncertain whether the finance minister will honor that request. The Ministry of Finance has ignored a (earlier) request from employers’ organizations for a postponement. Therefore, err on the side of caution and register the entity’s UBO before March 27, 2022 if this has not yet been done.
For further information, please contact:
Sjef Bartels , Carry Dullaart , Mayk Koria , Jordi de Pijper , Jelmer Feenstra , Jaap van der Steenhoven or Laura Pordon of the Corporate Law Department at Labré.
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