Ultimate Deadline of UBO Registration Nears
Are you prepared for the upcoming UBO Registration Deadline? You'll need to ensure your organization is in full compliance, and the deadline is rapidly approaching. Here's everything you need to know about the new legislation and how Computershare can help with the time-consuming requirements.
As per 27 September 2020, in the Netherlands companies and legal entities (together ‘entities’) must register persons who have an interest of more than 25% in that entity in the so called UBO register.
The Dutch Chamber of Commerce (KVK) will manage the UBO register for the Netherlands. This measure is a result of European legislation. The deadline on which existing entities must register their UBO(s) is at the latest on 27 March 2022. We would like to briefly outline important aspects from the UBO registration.
Which entities are subject to registration?
Private companies with limited liability (besloten vennootschap met beperkte aansprakelijkheid) and public companies (naamloze vennootschap) which are not listed on a stock exchange.
Foundations (stichtingen).
Associations (verenigingen).
Cooperatives (coöperaties).
Mutual insurance association (onderlinge waarborgmaatschappijen).
Partnerships (maatschappen), commercial partnerships (vennootschap onder firma), limited partnership (commanditaire vennootschap), European economic interest groupings (EESV) and shipping companies (rederijen).
European public companies (SE) and European cooperative companies (SCE) having their registered office in the Netherlands.
Which entities do not have to register their UBO?
Private companies with limited liability (besloten vennootschap met beperkte aansprakelijkheid) and public companies (naamloze vennootschap) which are listed on a stock exchange or their 100% subsidiary.
Foreign companies that have a ‘’branch’’ in the Netherlands.
Legal entities in formation.
Associations (vereniging) with limited legal capacity and that do not conduct a business.
Owner association (vereniging van eigenaars).
Legal entities under public law (publiekrechtelijke rechtspersonen).
Other legal entities under private law, including historical legal entities (such as guilds and alms-houses).
Who are the UBO’s of an entity?
An UBO is the ultimate beneficial owner which is the natural person who ultimately owns or controls the entity. The following natural persons are at least to be considered to be an UBO (not an exhaustive list):
Private company with limited liability (B.V.) or a public limited liability company (N.V.):
Natural persons who are holding directly or indirectly more than 25% of the shares, voting rights or ownership interest.
Natural persons who have effective control, based on other assets, or means.
Foundation, association, cooperative or mutual insurance association:
Natural persons who are holding directly or indirectly more than 25% of the ownership interest.
Natural persons who are able to cast directly or indirectly more than 25% of the votes required to adopt a resolution to amend the articles of association.
Natural persons who have effective control, based on their assets, or means.
In case none of the above interests apply then the entity must register all managing directors as the organisation’s UBO. This can only be done if these managing directors have been registered with the trade register of the Dutch Chamber of Commerce as statutory directors. This is called a ‘’pseudo-UBO’’.
Furthermore, we note that each subsequent change in the UBO register should be registered with the Dutch Chamber of Commerce within 7 days. Please be aware that not meeting the obligation to register the UBO details can be sanctioned with both administrative and criminal penalties.