Who are the UBOs for your vereniging or stichting? 5 examples

Registering UBOs in the UBO register is mandatory for all stichtingen (foundations). The obligation also applies to verenigingen (associations) incorporated in a notarial deed or verenigingen with business activities. Information from the UBO register makes it clear who makes the decisions in an organisation. It also helps to determine who benefits most from certain actions or choices. This makes it easier for the police, for example, to investigate whether things are happening in a vereniging or stichting that are not permitted by law. Think of fraud, crime, and the financing of terrorism.

Preparation

Prepare well if you are going to register UBOs. It is useful to have the following information and documents to hand:

• Who are registered as directors of your organisation in the Business Register? If one or more of these people are UBOs, you will need valid identification from them. 
• The articles of association of your vereniging or stichting. These are the rules your organisation must comply with. 
• Insight into the financial flows within your organisation: how do they run and who is responsible for them? 
• Are you authorised to sign for the vereniging or stichting? If so, you can see who are registered as UBOs within the organisation. Authorised signatory means that you are officially authorised to register, amend and deregister the association or foundation in the Business Register.

Determining UBOs

Having an interest in an organisation means that you are involved in decisions or have influence over them. Some interests make someone a UBO. Below is a checklist to help you check which persons in your stichting or vereniging are UBOs.

Please note: check the list of three interests below and start at number 1. The first interest that applies to the people in your organisation is the reason you use when registering the UBOs.

1. The interest based on assets: who is entitled to the assets of the vereniging or stichting?
2. The interest based on voting rights: who decides when changing the articles of association of the vereniging or stichting?
3. The interest based on actual control: who takes important decisions for the vereniging or stichting in practice?

Does no one in your organisation have any of the three interests mentioned above? Then you look at who the senior managers in the organisation are. We also refer to these as pseudo-UBOs. For a vereniging or stichting, the (managing) directors are the pseudo-UBOs.

Examples of UBOs

Below are the UBOs in some common situations. If you cannot determine a UBO based on the first point ‘interest based on assets’, look at point 2, ‘interest based on voting rights’ and so on.

1. Interest through assets

Stichting Help N. has raised money for Nadia so that she can undergo major heart surgery. This is included in the purpose statement of the stichting's articles of association. Nadia receives all the money raised, so 100% of the assets. That is more than 25%, so she is a UBO.

2. Interest through voting rights

A refugee foundation has 4 board members. Oksana is chairperson. The articles of association state that in a decision to amend the articles of association, she may cast 2 votes. The other board members each have 1 vote. So there are 5 votes in total. Each vote counts for 20%. Oksana has 40% voting rights. That is more than 25%, so she is a UBO. The other board members are not.

3. Interest through actual control

Joey gives money to an interest group, but has no formal role as a director. He fulfils a role as an external stakeholder: he has influence as a lender and determines in practice what the vereniging can and cannot do. For example, by setting conditions to what the association can and cannot do with his money. Joey is a UBO.

4. Senior executives as pseudo-UBOs

Can you not identify a UBO based on the interests listed above? Then look at who the senior executive(s) in the organisation are: those who run the business from day to day. These are also called pseudo-UBOs. In the case of a vereniging or stichting, these are the directors appointed according to the rules laid down by law and the articles of association. They are listed as the statutory directors in the Business Register.

Stichting

A nature conservation stichting in West Friesland has 4 board members: Steef, Kenza, Erhan, and Joy. None of them is entitled to more than 25% of the foundation's assets. Nor does anyone have more than 25% voting rights or control in any other way. Therefore, the foundation's senior executives are the UBOs. In this case, these are the (managing) directors: Steef, Kenza, Erhan, and Joy.

Vereniging

A football club in Almere with more than 100 members has 3 board members: Amy, Tygo, and Rishi. The statutes state that the general members' meeting decides on amending the statutes. All members of the association have one vote each. So there is no one who can exercise more than 25% of the votes when taking the decision to amend the bylaws. In this case, the senior executives are the association's UBOs. These are the (managing) directors: Amy, Tygo, and Rishi.

Registering UBOs

Once you have determined the UBOs of your organisation, you can register them via the UBO report. While doing so, check carefully the content of your articles of association. If you are not certain who the UBOs are, contact your accountant or a legal adviser.

Have the UBOs of your vereniging or stichting changed? Please report this to KVK. Also, check regularly whether the registration of your organisation in the Business Register is still up to date.