In the Netherlands, you are obliged to register your UBO with the Dutch Chamber of Commerce (KVK)
Many companies have recently been informed to update the information about UBOs. Companies and legal entities must register 1 or more UBOs. UBOs (Ultimate Beneficial Owners) are the owners or persons in charge of a company. The UBO register helps to prevent financial and economic crimes such as money laundering, financing terrorism, tax fraud, and corruption. The register makes it clear to whom money is sent. This way, people cannot hide any potential financial crimes behind a corporation.
Scope of UBO
A UBO is the owner or the person who is effectively in control of an organization: the company’s ultimate beneficial owner.
For instance:
Persons who won 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 legal entity, or
Persons who are the statutory directors of a company or legal entity, or
Persons who are effectively in control of a company or legal entity.
Registering your UBO
A UBO registration must be maintained in each EU member state. In the Netherlands, you can register your UBO with the Dutch Chamber of Commerce (KVK). A minimum of 1 UBO must be included in the UBO register by organizations that are required to register. Only an authorized signatory of your organization can register. Starting organizations that need to register UBOs do so when they register at the Chamber of Commerce or with the civil-law notary. Trusts and similar legal structures must also be registered.
If a foreigner has an interest as described in your company in the Netherlands, you 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.
You can change your UBO data as well. 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.
How to identify a UBO
Executive directors (and/or senior officials), large shareholders (owners of at least three percent of an organization's stocks), and de facto third-party shareholders are the three types of beneficial ownership. When a corporation has direct shareholders and is publicly traded, determining UBO is rather simple. It becomes more difficult, though, when ownership is masked by several indirect ownership tiers. In this regard, it would be easier if we divided the ownership into direct and indirect.
Here are some examples of UBOs.
UBOs in the situation of simple ownership
In this situation, E is the direct owner of Company A with 35% shares. C and D are indirect owners of Company A with 32.5% shares respectively. Thus, C, D, E are all the UBOs of company A.
UBOs in situations of different levels of ownership
In this situation, none of directors in Company B holds shares more than 20%. So the UBOs are the Board of Directors in Company A because they are effectively in control of the company.
How to register
Organizations founded on or before 27 September 2020 had to register their UBOs before 27 March 2022. Your UBO registration helps to make doing business in the Netherlands and Europe safer. The details of the UBOs in the UBO register are not public.
You can register either to send a post to KVK or digitally. Steps should be followed if you submit it via KVK website:
Step 1: Select your organization and log in using your DigiD
Step 2: Enter the UBO’s personal details
Step 3: Indicate what stake the UBO has in your organization
Step 4: More than 1 UBO? Repeat steps 2 and 3
Step 5: Upload the required documents
Step 6: Enter your details and sign the report
If you have any questions or need any help about UBO in KVK please contact us.
Comentários