UBO register for ultimate beneficial owner deadline 27 March 2022

Since September 27, 2020, many organizations must register UBOs at the Chamber of Commerce. These organizations have until March 27, 2022 to do so. If they have not registered the UBOs of their organizations by March 27, 2022, they are in violation. The Bureau of Economic Enforcement (BEH) of the Dutch Tax Administration monitors this. Organizations can then be fined.
Business association MKB-Nederland and employers’ association VNO-NCW are calling for the mandatory UBO registration to be postponed. This should be done by March 27, but an advice to the European Court of Justice shows that some things still need to be adjusted.
So although it is questionable if 27 March 2022 is indeed the ultimate deadline, best is to be prepared.

What is a UBO?

A UBO is the owner or the person who is effectively in control of an organisation: the ultimate beneficial owner of the company.
Ultimate beneficial owners are for instance:

• persons who own more than 25% of shares of a company or legal entity, or
• persons who have more than 25% of voting rights of a company, or
• persons who are the statutory directors of a company, or
• persons who are effectively in control of the company

Is your enterprise, for instance, part of a holding company? Then the owner of the holding is the ultimate beneficiary (UBO) or your organisation.

Organisations that must register UBOs are:

• unlisted private companies and unlisted public limited companies foundations
• associations with full legal capacity
• associations with limited legal capacity but with business activity mutual insurance companies
• cooperatives
• partnerships: professional partnerships, general partnerships and limited partnerships
• shipping companies
• European limited liability companies (SE)
• European cooperative societies (SCE)
• European economic interest groupings that have their registered office in the Netherlands according to their statutes (EEIG)
• Religious denominations are also required to register UBOs. It is not yet certain when this will be possible; the religious denominations will be informed when it is.

You are not required to register your UBOs if you have 1 of the following organisations:

• sole poprietorships / sole traders (eenmanszaken)
• listed private companies and listed public limited companies 100% subsidiaries of listed companies
• owners’ associations
• legal structures in formation (in oprichting)
• associations with limited legal capacity and without commercial activities
• legal entities under public law
• other private bodies, including historical legal entities such as guilds and courtyards (hofjes)

Registering your UBO

Every EU country will need to keep a UBO register. In the Netherlands you register your UBO with the Chamber of Commerce (KvK). If you are required to register your UBOs, you should do so before 27 March 2022. Organisations that are required to register need to enter at least 1 UBO in the UBO register. Only an authorised signatory of your organisation can register. Starting organisations that need to register UBOs do so when they register at the Chamber of Commerce or with the civil-law notary.

Registering a foreign UBO

If a foreigner has an interest as described in a company in the Netherlands, they must register this person in the UBO register. It makes no difference if this person lives in the Netherlands or abroad, nor does their nationality.

Changing or deregistering UBOs

You can change your UBO data. For instance, when the shares of your UBOs change or when certain persons are no longer your company’s UBO. You have to change the data in the UBO register and deregister your UBOs within 7 days of any changes.

Public UBO register

Some of the data in the UBO register is public. This concerns:

• full name
• month and year of birth
• nationality
• country of residence
• nature and extent of the UBO’s interest

To consult these data, you can order an extract from the UBO register at the Chamber of Commerce (in Dutch). All other contents of the UBO register can only be consulted by competent authorities such as the Public Prosecution Service. For example to investigate money laundering or the financing of terrorism.

Foreign legal entities

Foreign companies that only have branch offices in the Netherlands do not have to register their ultimate beneficial owners in the Netherlands. An Ltd or GmbH should register their UBOs in the UBO register of their country of origin.

Further information & disclaimer

Further information
Levenbach Advocaten Mr. Aernout Zappey, Oranje Nassaulaan 17 (1075 AH) Amsterdam I: www.levenbach.nl T:+ 31 20 6646511 @: AernoutZappey@levenbach.nl
Disclaimer
Although Levenbach Advocaten has taken the greatest care in compiling the information contained in this brochure, it cannot guarantee that this information is correct, complete and up to date. Therefore Levenbach Advocaten accepts no responsibility for the completeness or accuracy of any of the information in this brochure and makes no representations about its suitability for any particular purpose. Levenbach Advocaten made every effort to ensure that the information in this brochure is accurate and comprehensive. However, the information is only intended as a basic guide to Dutch law, and does not address the complexities of particular circumstances. Levenbach Advocaten can therefore not accept liability for any direct or indirect damages arising from the use of the information contained in this brochure, including the inaccuracy of any information. No rights can be derived in any way from, and no claims can be brought in respect of, the contents of this brochure. Unless otherwise indicated, all rights, including authors’ rights and other intellectual property rights in respect of the brochure and the information contained therein are retained by Levenbach Advocaten.