Registering Ultimate Beneficial Owners in the Netherlands

Private limited liability companies, unlisted public liability companies, foundations, associations, partnerships, general partnerships, limited partnerships and cooperatives must all register their Ultimate Beneficial Owners (UBOs).

A Ultimate Beneficial Owner is considered to be a ‘natural person’ (individual) who holds, directly or indirectly, more than 25% of the shares, voting rights or ownership interest in a company or entity, or who is otherwise able to control a company or legal entity.

Most legal entities are required to register their UBOs. This includes (amongst others) private limited liability companies, unlisted public liability companies, foundations, associations, partnerships, general partnerships, limited partnerships and cooperatives.

What information is public and who is responsible?

The responsibility of the UBO register falls to the Chamber of Commerce. The full name, month and year of birth, nationality and country of residence of a UBO will be publicly available in the register, as well as size (as a percentage) of their economic interest. Further details will be available through the register to relevant authorities, although these will not be publicly available.

It is worth noting that the information that will be publicly available will only be searchable when looking up the company or entity name; it will not be possible, for example, to carry out a ‘reverse search’ by entering the name of a (possible) UBO in a bid to discover which entities they have links to.

Can information be restricted?

While there is no scope for not providing the relevant information of a UBO for applicable entities (and such an omission would constitute a criminal offence) upon request, access to a UBO’s information in the register can be restricted.

In cases where the UBO is a minor, legally incompetent, or if the publication of the required information could potentially render the UBO exposed to excessive risk (i.e., fraud, kidnapping etc.), a request may be made to restrict the UBO’s details. Such applications will be reviewed by the authorities individually, and it is likely that some substantiation will need to be presented.

How ZEDRA can help

ZEDRA’s team in the Netherlands can provide practical assistance in order to help clients ensure they are compliant with the new laws.