Being one of the measures included in the current AMLD (Anti Money Laundering Directive), the system for UBO- register is expected to be implemented in early 2019. As the name suggests, the system requires a UBO (ultimate beneficial owner) to be registered in the Netherlands for anti-money laundering purposes.
On 20th April 2018, the Dutch Government published a draft of the Ministerial Decree where the definition of a “UBO” is clarified within the UBO-register system. According to the Decree, the following legal entities shall have a UBO:
1. Capital companies (Kapitaalvennootschappen)
A. Private and public limited companies (besloten vennootschappen met beperkte aansprakelijkheid and naamloze vennootschappen);
B. Companies similar to private and public limited companies, and
C. European limited liability companies (Societas Europaea) and European cooperatives (Societas Cooperativa Europaea)
2. Partnerships (maatschappen), limited partnership (commanditaire vennootschappen), general partnerships (vennootschappen onder firma) and other similar legal entities.
3. Other legal entities including foundations, associations, cooperatives, and mutual insurance companies;
According to the Decree, the following persons shall be a UBO:
- For a capital company:
The UBO is the natural person who has an interest of more than 25% through direct or indirect ownership, or the one who controls the company;
- For partnerships:
The UBO is the natural person who directly or indirectly holds more than 25% of the ownership, or controls the partnership, or is entitled to vote for more than 25%;
- For foundations, associations, cooperatives, and mutual insurance companies:
The UBO is the natural person who directly or has control over the entity, or indirectly holds more than 25% of ownership, or is entitled to vote for more than 25% with respect to an amendment of the articles of association.
(Listed companies and their entirely-owned subsidiaries are exempted from appointing a UBO)
This new legislation will impact the privacy of the registered UBO, because the UBO’s information will be publicly available. The submitted information includes the UBO’s name, date of birth, nationality, address, country of residence and nature and extent of economic interests held by the UBO.