Netherlands’ beneficial ownership register in sight

Legislation to establish a partially public register of ultimate beneficial owners (UBOs) of companies and other entities was submitted to the Dutch parliament on 4 April.

The register will be introduced as part of the Trade Register of the Chamber of Commerce in January 2020, after which all newly registered companies will have to comply.

However, existing businesses will have a further 18 months to register their UBOs; that is, until mid-2021, four years past the deadline set by the EU Fourth Anti-Money Laundering Directive (4AMLD).

The registration requirement applies to corporate (and other) entities that are incorporated or founded in the Netherlands, regardless of where their business is located. It extends to:

  • private companies with limited liability (BV) and public companies (NV), other than those listed on a regulated stock market, or their wholly owned subsidiaries;
  • cooperatives and mutual insurance associations;
  • foundations (stichting);
  • associations (vereniging) with full legal capacity, and associations with limited legal capacity operating a business; and
  • all types of partnerships (VOF, CV, Maatschap);

It also includes shipping companies, European economic interest groupings, European public companies and European cooperative companies.

However, the current legislative proposal does not include trusts or mutual funds. A separate legislative proposal will be introduced to implement their obligation to register ownership under the EU Fifth Anti-Money Laundering Directive (5AMLD).

Beneficial owners of a company are defined as either persons who own or exercise more than 25 per cent of the shares or voting powers, or who effectively control the business.

The public will have access to the full name, month and year of birth, nationality, country of residence, and nature and extent of the economic interest of UBOs in the register.

Regulatory authorities will also have access to UBO’s  residential address; day, place and country of birth; citizen number or foreign tax identification number; copy of passport; and documents proving their economic interest in the entity.

Most parties that consult the register will only be allowed access to a limited amount of the available information. In exceptional circumstances, a UBO may request that access to the public information be restricted.