Dutch ultimate beneficial owner registration deadline looms

Amsterdam-based Emile Doelwijt of Pinsent Masons highlighted the upcoming deadline of 26 March 2022 that applies to many Dutch entities.

The registration requirements arise under the UBO Registration Implementation Act, which was finalised in June 2020. The requirements apply to a range of Dutch entities, including private and public limited liability companies, partnerships, companies, foundations, many associations and cooperatives. Businesses that 100% subsidiaries of listed companies are among those that are exempt from the registration duties.

A 'beneficial owner' is someone who ultimately owns or controls a legal entity, either through direct or indirect ownership of at least 25% of the voting rights or shares or ownership interest in the entity. Where a beneficial owner does not exist or cannot be identified, the details of the entity’s managing directors – or partners in the case of partnerships – must be recorded on the UBO register instead.

In addition to a range of personal data that must be disclosed about the UBO, such as their name and country of birth and current residence, the registration requirements oblige details of the nature and size of the UBO’s economic interest held in the entity to be outlined too. Verification documents, and copies of documents evidence the economic interest held, must also be provided.

Entities established since the Act took effect on 27 September 2020 have been obliged to meet the UBO registration requirements when first registering with the Dutch trade register. The 26 March deadline is therefore only relevant to entities established and prior-registered before the 27 September 2020.

Businesses face potential fines from the Economic Enforcement Office – a unit within the Dutch tax authority – if they fail to meet the deadline for registration or submit incomplete or inaccurate information.

Only some of the information submitted to the UBO register is publicly accessible. Select authorities, such as law enforcement, public prosecutors and financial regulators, will have rights to access all the details disclosed.