The UBO register records the ultimate beneficial owners of companies and other legal entities. An ultimate beneficial owner is the natural person holding more than 25 per cent of the interest or the voting rights, or who otherwise exercises effective control.
Legal basis
The register rests on the Dutch Anti-Money Laundering and Anti-Terrorist Financing Act and the Commercial Register Act, which implement the European anti-money laundering directives. The 2018 Implementing Decree defines who qualifies as a beneficial owner. Since the Court of Justice’s judgment of 22 November 2022, public access to the register has been declared invalid as contrary to Articles 7 and 8 of the Charter. The register is therefore no longer open to the general public; competent authorities, the Financial Intelligence Unit and institutions with a statutory duty of enquiry retain access.
How it works in practice
Registration is filed with the Chamber of Commerce, on incorporation and on every change. Where no individual meets the quantitative threshold, the statutory directors are registered as pseudo-UBOs. Foundations and partnerships are subject to their own criteria. Institutions such as banks, notaries and accountants have a duty to report discrepancies where what they find differs from the register.
Where it goes wrong
The most common failure is not updating the filing after a share transfer or restructuring; the obligation rests on the entity itself, not on its adviser. Chains involving foreign intermediate holding companies also cause difficulty, because indirect interests are frequently calculated incorrectly. Failing to register, or registering incorrectly, is an economic offence and can lead to an administrative fine or criminal prosecution.
Related terms
The register connects to the trade register, to the share transfer that triggers a change, and to due diligence.
Unsure who must be registered as beneficial owner? Our corporate law specialists work through the structure.
