If you have an interest in a business or organisation, you are involved in it or have influence over its decisions. Some interests make you a UBO. Below is a checklist you can use to check which persons in your BV, NV, European Company (SE) and European Cooperative Society (SCE) are UBOs.
Please note: check the list of interests below and start at number 1. Select the first interest that applies to the people in your organisation. You must then register the UBOs with that interest.
Who are the stakeholders in your organisation?
1. Persons with more than 25% of the shares
Any one person who possesses over 25% of the shares in your company is a UBO.
Make a note of the percentage of shares in the UBOs’ possession:
- over 25%, and less than or equal to 50%
- over 50%, and less than or equal to 75%
- over 75%, and less than or equal to 100%
2. Persons with more than 25% voting rights
Persons who have over 25% of the voting rights in the organisation can be designated UBOs.
Voting rights are usually linked to shares, but this is not always the case. The articles of association may contain provisions about voting rights, for example, that a certain share gets more than 1 vote. Make a note of the percentage of the UBOs’ voting rights:
- over 25%, and less than or equal to 50%
- over 50%, and less than or equal to 75%
- over 75%, and less than or equal to 100%
3. Persons with more than 25% economic interest
Economic interest means that someone receives money when a business or organisation is doing well. This happens when agreements have been made about the distribution of profits. For example, through certificates. People who have more than 25% of the economic interest must register as UBOs.
Make a note of the percentage of economic interest of the UBOs:
- over 25%, and less than or equal to 50%
- over 50%, and less than or equal to 75%
- over 75%, and less than or equal to 100%
Example of economic interest
There are 100 shares in a company. The shares are certified. This means that a Trust Office Foundation (STAK) has the voting rights on the shares and that the persons who hold the certificates receive the profits. These persons therefore have an economic interest in the company.
Suppose there are two certificate holders, one with 30 certificates and the other with 70 certificates. In this example, both certificate holders are UBOs because they each hold more than 25% of the economic interest with their certificates.
4. Individuals who have effective control, based on other assets or means
Are there individuals who have effective control, based on other circumstances than voting rights? Then you may designate these persons as UBOs.
Those individuals must be able to independently make important decisions in the organisation. This must be clear from the documents you attach to your UBO statement. Such a document is, for example, a board report or part of the articles of association.
Example of effective control
A business has 10 shareholders. None of these shareholders holds more than 25% of the shares, and none of them has any other interest in the organisation. The shareholders have agreed that 1 of them may vote on behalf of the rest. When voting, the others therefore go along with the decision of that 1 person. Only this shareholder is a UBO in this example.
Do none of these interests apply? Register all managing directors as the organisation’s UBOs
These persons rank as executive officers, and as such can be called the UBOs of the BV, NV, SE, or SCE. They are registered in the Business Register as statutory directors. You do not register them on the basis of having a stake in the organisation, but because they have the function of director.
Are there UBOs with more than 1 interest?
Then check the list of interests above and start at number 1. Choose the first interest that applies to the people in your organisation. You must then register the UBOs for that interest.
Does a Trust Office Foundation (STAK) manage the shares in your BV?
Review all documents containing information about the Trust (STAK). For example, the articles of association, administrative conditions, and certificate holder agreement. These documents contain rules that will help you determine who the UBOs are. Also check whether there are any persons who have control but are not directors. This is also known as de facto control. If you are unable to determine this, seek assistance from a legal specialist, such as a solicitor or civil-law notary.
On to the next step?
This page is part of the UBO report preparation pages. If you want to start over, you can go back to the starting page.