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

The UBO report is mandatory for all stichtingen (foundations). The obligation also applies to verenigingen (associations) incorporated in a notarial deed or verenigingen with business activities. Registering UBOs aims to make doing business in the Netherlands and Europe more transparent and secure. The register helps prevent fraud, money laundering, and terrorist financing.

Preparation

Prepare well if you are going to make your UBO report. 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. 
• Your organisation's articles of association. 
• 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 foundation or association? If so, you can see who are registered as UBOs within the organisation.

Determining UBOs

Every stichting or vereniging determines who the UBOs are. You do this by checking the following interests from top to bottom:

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?
4. None of the named interests? Senior executives (pseudo-UBOs): who is registered in the Business Register as a statutory director of the vereniging or stichting?

Examples

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. Based on 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 foundation's articles of association. Nadia is the only one for whom money is raised. She is therefore a beneficiary of assets and UBO.

Explanation

If someone is entitled to more than 25% of your organisation's assets, they are a UBO. In this example, Nadia is entitled to more than 25% of the foundation's assets because she receives all the money raised. She is therefore a ‘beneficiary of assets’, and the UBO of Stichting Help N.

2. Based on voting rights

A refugee foundation has 4 board members. Oksana is chairman. 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 the UBO.

Explanation

People who have more than 25% voting rights are UBO. In this example, only Oksana has more than 25% voting rights. This makes her the only UBO.

3. Based on actual control

Joey funds an interest group, but has no formal role as a director. He fulfils a role as an external stakeholder: he has control 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.

Explanation

Some people are not (managing) directors but control an organisation in another way. Like Joey, these people are ‘persons having effective control by other means’ and therefore UBOs.

4. Based on executive status

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 statutory directors: the directors appointed according to the rules laid down by law and the articles of association. These can be found in the Business Register, as every (managing) director under the articles of association of your organisation must be registered there.

Example A

A nature conservation foundation 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.

Example B

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.

Explanation

None of the 3 interests apply to the situation. No-one is UBO on the basis of assets, voting rights, or actual control. So, in example A, as directors, Steef, Kenza, Erhan, and Joy are the so-called senior executives of the foundation and therefore UBOs. In Example B, the 3 board members of the association are Amy, Tygo, and Rishi. All these people are registered as statutory directors of the organisation in the Business Register. You do not register these people in the UBO register on the basis of an interest, but because as managing) directors they are the highest executives in the stichting or vereniging.

Making a UBO report

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. Unable to find a solution? Contact your accountant or a legal adviser.