The Importance of Registering Your UBOs before 27 March 2022

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You have probably received a letter on your doorstep or at your office telling you to register your UBO (ultimate beneficial owner) by 27 March 2022. And it has been sitting on your “to do” pile for a while now.

This blog is here to inform you why registration is important, and how to do it. If you already know the process, then this blog serves as a reminder to get it done before 27 March 2022.

You might also be thinking, “why do I need to register my business again?”. You already did that once after all. It will be compulsory for all European Union countries to maintain a UBO registry of the organisations registered in the country.

This is in line with  recent legislation that the European Union adopted. This legislation is intended to fight against money laundering and terrorist financing in international business. You can find out more about the prevention of money laundering and fraud legislation on the EU website.

The importance of registering a UBO

A UBO is the owner or the person with decision making power in an organisation. It is important for all of us that businesses and organisations ensure that this information is up to date. A main reason for this information to be updated is to avoid fraud and money laundering crimes.

Registering your UBOs will also ensure that your business is compliant with due diligence checks, like AML (anti-money laundering) and KYC (know your customer). The only purpose of the AML/KYC rules is to document ownership and the nature of the business.

Who needs to register to UBOs?

Take a look at the list of organisations that need to register a UBO. If your organisation falls within these categories, it is important to ensure your UBO is registered:

  • Associations with full legal capacity or with limited legal capacity but with business activity
  • Cooperatives
  • European cooperative societies (SCE)
  • European economic interest groupings that have their registered office in the Netherlands according to their statutes (EEIG)
  • European limited liability companies (SE)
  • Foundations
  • Mutual insurance companies
  • Partnerships: professional partnerships, general partnerships and limited partnerships
  • Religious denominations (it is not yet certain when this will be possible but they will be informed when it is)
  • Shipping companies
  • Unlisted private companies
  • Unlisted public limited companies

Although, there are some organisations that are exempt from this registration. If your company falls within one of these categories, there is no need to register a UBO:

    • 100% subsidiaries of listed companies
    • Associations with limited legal capacity and without commercial activities
    • Legal entities under public law
    • Legal structures in formation (in oprichting)
    • Listed private companies and listed public limited companies
    • Other private bodies, including historical legal entities such as guilds and courtyards
    • Owners’ associations
  • Sole proprietorships or sole traders

It is important to note that foreign legal structures – like an Ltd or GmbH – and foreign legal structures that only have branch offices in the Netherlands, do not have to register UBOs in the Netherlands.

How to select an UBO

To understand exactly how to ensure proper documentation of your UBO, here is a list of things  to look out for when identifying your UBO (remember that a company can have more than one UBO):

  • Persons who own more than 25% of shares of a company or legal entity
  • Persons who have more than 25% of voting rights of a company
  • Persons who are the statutory director of a company
  • Persons who are effectively in control of the company

If your organisation is part of a holding company, then that means the owner of the holding company is the UBO of your organisation.

How to register 

As an organisation in the Netherlands, you will need to register your UBOs with the Chamber of Commerce (KVK). It is important to note that should your organisation fall under the list of organisations that need to register a UBO,that you register at least one UBO.

This registration can only be completed by an authorised signatory of your organisation. New organisations that need to register UBOs do so when they register at the Chamber of Commerce or with the civil-law notary.

This is how the process will work:

  • Identify who your UBOs are 

To identify your UBOs, read the section: how to select an UBO . However, should the information still not be clear, navigate to the KVK site and click on the button “start the preparation” for more detailed instructions indicating each step of the process.

Should you need more clarity on the ways to identify your UBO, the KvK also gives examples that can help you identify who your UBOs are.

  • Gather the right documentation

To register your UBO, it is important that all of the specifications for the documentation are followed. Note that you can either register online or by posting your documentation to the KVK.

For registering your UBO will need the following documentation:

  • A copy of a valid ID of the UBOs. 

For example a passport, identity card, Dutch driving licence. There are also specific guidelines to follow when making a copy of the person’s ID document:

  • The BSN must be visible
  • A copy of the front and the back
  • A full colour copy
  • Ensure that the copy is the actual size of the ID
  • You are allowed to blot out the photograph

 

  • Gather all of the information of your UBO

It is important to ensure that all of the personal information of your UBO is correct. You will need:

  • First names and last name
  • Citizen Service Number (BSN)
  • If the UBO does not have a BSN:
    • Date, country, and place of birth
    • Taxpayer Identification Number (TIN)
    • Nationality
    • Residential address

As the authorised signatory doing the registration, you will need  the following information to register your UBO:

  • First and last name
  • Citizen Service Number (BSN, if the signatory has one)
  • Email address
  • Phone number
  • DigiD
  • IBAN bank account in the name of the signatory—to perform a one cent payment. This can be a private, shared, or business bank account. (Note that this is only necessary if the registration is completed online)

If you opt to send in the UBO report by regular mail, after you have submitted the UBOs, there is no need for DigiD or the one cent payment. Remember to print all of the required documentation (copy of valid ID for each UBO, copy of valid ID for the person submitting the UBO report and documents to demonstrate UBOs’ interest) and add it to an envelope to post.

Should your submission be made online, ensure that all of the required documentation is saved in .pdf format and is less than 9mb per document.

Which information will be publicly available

Sharing your personal information can seem a bit risky. However, not all of the information shared will be publicly displayed. So, the only information that will be publicly visible:

  • The UBO’s full name
  • Month and year of birth
  • Nationality
  • Country of residence
  • Nature and extent of the UBO’s interest

To give you an overview of the data that will be displayed, you can order an extract from the UBO registry at the Chamber of Commerce KVK.

What if you are a foreign legal entity?

If you are a foreign legal company and have branch offices in the Netherlands, then there is no need to register your UBOs in the Netherlands. An Ltd or GmbH should register their UBOs in the UBO register of their country of origin.

All things considered, the process is fairly straightforward and can go quickly if you already have all of the necessary information. It is important to submit all of this by 27 March 2022. Should you – as a DeKamer coworker – need any assistance, we will be happy to provide guidance.

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