Lisanne is lawyer for corporate litigation, contracts and charities
lisanne.meijerhof@russell.nl +31 20 301 55 55Reinier advises national and international companies
reinier.russell@russell.nl +31 20 301 55 55The legislative proposal UBO register was submitted on 4 April 2019. Legal persons must indicate in the Commercial Register which natural person is the ultimate beneficiary. In addition, data must be registered that enable identification of the UBO. Part of the data will be publicly accessible. Which data will be registered in the UBO register? And who can see what data?
Earlier we informed you about the upcoming introduction of a UBO register in the Netherlands for the implementation of European legislation. The UBO register will be introduced in the entire European Union. Each country can, to a certain extent, decide for itself which data must be included in the UBO register and which data are to be publicly accessible. At the time the previous blog was written, it was still not entirely clear what the Dutch UBO register – that will be part of the Commercial Register – would be like. Now the Minister of Finance has submitted the legislative proposal for the UBO register there is clarity.
In the legislative proposal, the UBO is defined as the natural person who ultimately owns or controls a company or other legal entity. This includes everyone who, directly or indirectly, has more than 25% of the shares, of the voting rights or of the ownership interest in the legal entity. If no one within the legal entity exceeds the threshold percentage, the board and senior management of the legal entity will be regarded as a UBO.
In principle, each legal entity (BVs, NVs, CVs, partnerships, foundations and associations) which is established in the Netherlands or belongs to a foreign company with its principal place of business or a branch in the Netherlands, is obliged to register its UBOs in the Dutch UBO register.
Listed companies (and 100% subsidiaries thereof) are excluded from UBO registration, because they are already subject to disclosure requirements under stock market supervision. Also excluded are churches and associations that do not run a business.
The following data is being recorded in the UBO register:
The data must be up-to-date, complete and correct. Changes must be communicated as soon as possible.
The UBO register will be publicly accessible. Everyone will be able to look up UBO data in the Commercial Register. By linking all national UBO registers, data from UBOs of legal entities established in the Netherlands will also be visible to foreign interested parties. Only Fiscal Intelligence Units and authorised authorities – with an obligation of confidentiality – are granted access to all UBO data. Others will only see the name, month and year of birth, country of residence, nationality and the nature and extent of the economic interest held.
In exceptional cases where a UBO is exposed to a disproportionate risk, a risk of fraud, kidnapping, blackmail, extortion, harassment, violence or intimidation as a result of the publication of its data, or if the UBO is a minor, UBO data may be protected from inspection in an individual case (except for Fiscal Intelligence Units, authorised authorities, financial institutions or notaries).
Do you have any questions about the UBO register? Do you want to know what data may be required from your UBO? The specialists at Russell Advocaten will be happy to advise you. Please contact us:
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