If you have an interest in a stichting, 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 stichting 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 who are entitled to more than 25% of the assets
Any person entitled to a payment of part of the stichting's money according to the articles of association is called a 'beneficiary'. If there are 3 beneficiaries or less, you have to register them as a UBO because they are entitled to more than a quarter of the total assets.
Make a note for which percentage of the capital the UBO is a beneficiary:
- 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
Foundation Help Y has raised money for Ms Y, who needs to undergo surgery. This has been registered as the aim of the foundation in the target description. Mrs Y is the only person for whom funds are being raised. Therefore, Mrs Y is the beneficiary of the capital and the UBO of this foundation.
2. People who have over 25% of the voting rights
A stichting's articles of association set out the rules governing it. For example, about money and the board. You can also read there how to amend the articles of association. Usually the board members have to vote on them. Any person who alone has more than a quarter of the votes must be registered as a UBO. 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%
Examples
Foundation Q has 3 directors, each of whom has one vote, which is 33.3% of the votes. These directors may - on the basis of the articles of association - decide to amend the articles of association. In this example, all 3 directors are UBOs.
Foundation K has 3 directors: A, B, and C. Director A may cast 4 votes. Directors B and C may both cast 1 vote. Director A is a UBO in this example, because they have voting rights for 4 out of 6 votes (66.6%). B and C both have voting rights for only 16% of the votes, and are therefore not UBOs in this example.
A foundation has 4 directors; each director has 1 vote. That means that each director has voting rights for 25% of the votes. None of the directors in this example is a UBO on the basis of voting rights, because none of them has voting rights for more than 25%.
Please note: they may of course be a UBO for some other reason. Therefore, always check all interests in the statement.
3. Persons who have effective control, but are not directors
If there are persons who have effective control, based on other circumstances than the ones mentioned above, you may designate these persons as UBOs.
Example
Donor F gives a lot of money to Foundation G to ensure its continued existence. F has no formal role in the organisation (such as managing director or board member). But by funding or not funding the foundation, he does have considerable influence. That too is called control. F is therefore a UBO in this example.
Do none of the interests apply? Register the managing directors as UBOs
You can register as UBOs all managing directors who 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 stichting.
Is your foundation a STAK (Trust Office Foundation)?
View all documents containing information about the STAK. For example, the articles of association, terms of administration, and a certificate holders' agreement. These documents contain rules that will help you determine who the UBOs are. Also check whether there are people who have control but who are not (managing) directors (de facto control). If you are still not sure, get help from a legal specialist, such as a lawyer or civil-law notary.
Who are the UBOs at a stichting with a board of supervisors?
In a stichting (foundation) with a board of supervisors, a supervisor is UBO if:
- the stichting's articles of association state that not the board but the supervisory board may amend the articles of association, and
- a supervisor has more than 25% voting rights in an amendment to the articles of association.
Please note: supervisors are not UBOs if the supervisory board can only approve the board's decision, but does not take the decision itself.
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.