Changes in The Netherlands’ regulations providing for the Ultimate Beneficial Owners Register

On May 20,  2015, the European Union adopted the Fourth Directive on anti-money laundering (hereinafter the “Directive”), which among other things sets forth the implementation of a central register of ultimate beneficial owners of the companies and trusts registered in territories of Member States  no later than June 26, 2017.

According to the dispositions of the Directive, on February 10, 2016 the Minister of Finances of Netherland sent to the parliament the instructions on how said register will be implemented in his country.

Most relevant issues on said register are:

¿Who is deemed a UBO?

The ultimate beneficiary is the person who directly or indirectly owns 25% or more of the ownership interest in a company or another entity.

¿Who are obliged to register their UBO?

All companies and entities registered in any Member State of the European Union.

¿Who must register?

In case of companies, the person holding more than 25% of the ownership interest will be registered as an UBO. However, in case of foundations and trusts, the trustee, settlor, the protector (when applicable) and the beneficiaries must be registered.

¿What is registered?

All information necessary to identify the Ultimate Beneficiary must be registered. The Directive sets forth that the following information must be indicated:

  • Name
  • Month of birth
  • Year of birth
  • Nationality
  • Country of Residence
  • Nature and scope of the ownership interest he or she has

Additionally, companies and entities need to provide and keep in their records all relevant documents for the verification of the identity of the Ultimate Beneficiary.

¿Who may have access to the registered information?

In accordance to the dispositions of the Directive, access to the registered information can be either public or private restricting it to governmental entities, persons and entities that are obliged to make the registration, attorneys, notaries public and those persons or entities that demonstrate a legitimate interest in having access to the information.

The Netherlands has indicated that access to the registered information will be public; however, the following measures will be implemented in order to protect registered persons:

  • Registration of users that have access to the information;
  • Payment of a fee to access information;
  • If there are threats of kidnapping, extortion, intimidation and / or violence, a case by case study will be made in order to determine whether the information becomes inaccessible for the public.

Finally, in case false or incomplete information is submitted or the obligation to register the ultimate beneficiaries is not complied with, fines and prison sanctions are set.

Image: Tommy Ferraz

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