If you are a (indirect) shareholder in a Dutch company or if you effectively control a Dutch organisation, your name may have to be entered in the UBO Register. What does this mean and how will this affect you?

UBO legislation requires legal entities under Dutch law, including companies, to register who their ultimate beneficial owner (UBO) is. The Dutch Chamber of Commerce, which is responsible for implementing UBO legislation in the Netherlands, started sending out requests to these legal entities to register their UBO some time ago. You may also have received this request. To comply with it, you need to walk through a number of steps.

Who qualifies as a UBO?

A UBO is a natural person who holds more than 25% of the shares and/or who ultimately has a beneficial or controlling interest of more than 25% in a company or organisation. A person also qualifies as a UBO if they hold an indirect interest of more than 25%.

Pseudo-UBO

If an organisation is governed by the UBO registration requirement, but there is no natural person who meets the UBO requirements, no UBO can be identified. In that case,

natural persons who belong to the organisation’s senior management and have been registered as managing directors under its articles of association qualify as pseudo UBOs. It does not matter whether or not they have the authority to act on behalf of the organisation.

Registration

The UBO or pseudo-UBO is required to personally complete and submit the UBO self-certification form. If the UBO self-certification form is not completed correctly or submitted correctly, the UBO or pseudo-UBO can be held responsible.

Support in the UBO registration process

Flynth can help you with your registration in the UBO Register. To register successfully, you will need to submit a number of documents, such as a copy of your passport, documents evidencing the size of your equity interest (register of shareholders, articles of association, register of members) and the organisation chart of your business.

Registration requirement

If the UBO is a non-Dutch natural or legal person, they are required to submit the same information, plus their Tax Identification Number (TIN). UBO registration is a statutory requirement for companies established under Dutch law. Non-registration constitutes an economic offence that is subject to criminal prosecution.

More information

Please do not hesitate to contact your International tax adviser by filling in the form if you have questions about who in your organisation qualifies as the UBO or if you need help in the UBO registration process. We would be more than happy to answer your questions.