As of 27 March 2022, every legal entity registered in the Netherlands must register its UBO in the Dutch Trade Register1. You may well have received a couple of reminders about this from the Chamber of Commerce in the past few months. If you have not yet registered your UBO with the Chamber of Commerce, we will be happy to assist you with this.
Who is the UBO of the company?
A UBO is the ultimate beneficial owner of a company by:
- directly or indirectly holding more than 25% of the shares, the voting rights or the ownership interest or factual control.
It is possible that a company does not have a UBO. When this situation occurs, the natural persons who form the board under the articles of association of the company are designated as the pseudo UBO. If the board under the articles of association of the company is a legal entity, the board under the articles of association of this legal entity is designated as the pseudo UBO.
How do I register the UBO with the Chamber of Commerce?
A UBO can be registered with the Chamber of Commerce in the following ways:
1. By completing the form on the website of the Chamber of Commerce (online).
2. By completing the form and sending it by post to the Chamber of Commerce (form 30).
3. Via a civil law notary.
Impact for the UBO
By the mandatory UBO registration, some information of the UBO will become public. Anyone can retrieve this information from the Chamber of Commerce through an online Chamber of Commerce extract from the UBO register. The UBO register can be consulted online through an account or access code.
The UBO can inquire how often its data was provided, but cannot get insight into who requested this data.
What is made public?
Only the following information in the UBO register is accessible to the public:
- Name of the UBOs
- Month and year of birth of the UBOs
- Country of residence of the UBOs
- Nationality of the UBOs
- Nature and scope of the interest of the UBOs (not the exact interest, but in bandwidths)
All other registered information will, for the time being, only be accessible to competent authorities such as the Financial Intelligence Unit, the Dutch Central Bank (DNB), the Dutch Authority for the Financial Markets (AFM), the Public Prosecution Service and the National Police.
Blocking data and failing to disclose data is only possible to a very limited extent. Minors and legally incompetent UBOs may request data to be blocked. Other persons are only eligible for this if they are receiving protection from the government.
Consequences of failure to register the UBO
Failure to register the UBO with the Chamber of Commerce in time, or at all, may result in a sanction. This can be an administrative-law sanction or a criminal-law sanction.
Administrative law
The administrative-law sanctions are the imposition of an order subject to a penalty and/or the imposition of an administrative fine (with a maximum of EUR 21,750).
Criminal law
Failure to comply with the registration obligations or supplying incorrect information can be regarded as an economic offence within the meaning of the Economic Offences Act, and can ultimately lead to a prison sentence, community punishment order or a fine.
More information?
Would you like our help with assessing who the UBO of your organization is or with the registration of the UBO with the Chamber of Commerce? Please let us know; we are more than happy to help.
