Since the end of 2021, the Dutch laws have implemented the beneficial owner or UBO registration requirement in the Netherlands. Obliged entities in the Netherlands are required to register the UBO and any involved shareholders in a central registry of information on company stakeholders. This means that starting a business in the Netherlands entails an additional requirement, which is normally handled by a Dutch notary. The new regulation’s purpose is to prevent and identify illegal financial activity and transactions.
Who is subject to the beneficial owner or UBO registration requirement?
Organisations that are required to register their UBOs with the Netherlands official agency for resident and foreign entrepreneurs are:
• Unlisted private companies
• Unlisted public limited companies
• Foundations
• Associations with limited legal capacity but active business operations
• Mutual insurance companies
• Cooperatives
• Partnerships – including professional, general and limited partnerships
• Shipping companies
• European limited liability companies (SE)
• European cooperative societies (SCE) Economic interest groups from around Europe that, according to their laws, have their registered office in the Netherlands (EEIG)
Who is not required to register a UBO in the Netherlands?
Not every entity or organisation is required to register a UBO in the Netherlands. If you are one of the following, you don’t need to register a UBO:
• Sole proprietorships / 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)
Identifying your Ultimate Beneficial Owner (UBO)
If any of your entities or businesses in the Netherlands are required to register a UBO, you must first determine who your UBO is and then register them with the Chamber of Commerce. The owner or person in effective control of an organisation or entity is referred to as a UBO. They are described as follows:
• Persons who own more than 25% of shares of a company or a legal entity, or
• Persons who have more than 25% voting rights of a company, or
• Persons who are statutory directors of a company, or
• Persons who are effectively in control of the company
Requirements for registering a UBO in the Netherlands
These are required by the Chamber to file a UBO for a local business owner or entity:
• A citizen service number,
• A Dutch address for the company,
• A trade name, and
• A legal structure
On the other hand, foreign UBOs in the Netherlands will need different requirements such as:
• A valid resident permit or startup visa,
• A citizen service number (register with the Non-resident Records Database (Register Niet-Ingezetenen BSN, RNIBSN),
• A permanent address abroad, and
• A temporary address in the Netherlands
• The business requirements similar for local businesses
Notes:
If your company is a foreign company with no physical presence in the Netherlands, you do not need to register with the Dutch Business Register. However, if you must pay VAT (after consulting with your accountant, lawyer, or other legal professionals), you must register with the Dutch Tax and Customs Administration on your own.
Also, bring your business premise lease or purchase contract with you to the registration if your business address is different from your private address.
Updating your UBO
Changes in UBO must also be reported to the Chamber of Commerce. This can be accomplished by updating your information in the UBO Register or de-registering your UBO within a week (7 days) of making the changes.
Your privacy as a UBO
Once a UBO is registered with the Chamber, a portion of the UBO’s information becomes public. This is in conformity with GDPR guidelines, which KVK follows to the letter. This information includes:
• First and last name of the UBO
• Month and year of birth
• Nationality
• Country of residence
• Type and scope of UBO’s interest
However, only a portion of the UBO data is accessible to the public. Only proper authorities, such as the Public Prosecution Service (Openbaar Ministerie) and financial regulators, have access to and can view full UBO data. They use UBO data for AML and KYC research and procedures.
Chamber of Commerce (KVK) resources:
UBO register for ultimate beneficial owner | Business.gov.nl
Registration at the Netherlands Chamber of Commerce (KVK) | Business.gov.nl
UBO report | KVK.nl
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