Step 2 – Preparing the UBO report
Who are UBOs in your organisation?
Who are the stakeholders in your organisation?
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%
Example of direct shareholder stake
A company has 3 shareholders. Mr. A owns 10% of the shares, Mr. B owns 15%, and Mrs. C owns 75% of the shares. In this example, Mrs. C is a (direct) UBO. Mrs A and B are not UBOs in this example.
Example of indirect shareholder stake
Operating company / subsidiary X has 1 shareholder: the parent company / holding Y. Mrs. Z is the sole shareholder for the Y holding. In this example, Mrs. Z is an indirect UBO for subsidiary X. A legal entity can never be a UBO; UBOs are always persons.
Is the UBO the bv’s sole shareholder?
You are preparing the UBO report for your company. There is only one shareholder, and he or she directly owns 100% of the company shares. Also, this person is registered in the Commercial Register as the sole shareholder for the organisation. In that case, you will not have to upload documents proving the UBO’s interest. Is the sole shareholder a legal entity, and not a person? You cannot report a legal entity as UBO.
Examples of documents to include if this stake applies
Shareholder register extract, deed of investiture, or part of another notarial deed that mentions the UBO’s stake. A shareholder register is a non-public register, that is deposited for inspection at a bv or nv’s offices. The board has to keep a record of the name-bearing shares that have been issued in this register. The board can supply an extract from this shareholder register.
In the case of an indirect shareholder stake, add an organisation chart to clarify the relation the UBO has to the organisation for which you are filing the UBO report.
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%
Examples of documents to include if this stake applies
Shareholder register extract, deed of investiture, or part of another notarial deed that mentions the UBO’s stake. A shareholder register is a non-public register, that is deposited for inspection at a bv or nv’s offices. The board has to keep a record of the name-bearing shares that have been issued in this register. The board can supply a copy of the extract from this shareholder register.
Persons who have over 25% of the economic interest in the organisation can be designated 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
A company has 1 shareholder. The shares are certified. There are 2 certificate bearers with 50% of the shares. Both certificate bearers (indirect shareholders) are UBOs in this example, as the certificates grant them the economic interest.
Examples of documents to include if this stake applies
Part of the register of certificate holders that applies to the UBO.
If one or two persons have effective control, based on other circumstances than voting rights, you may designate these persons as UBOs.
Example
A company has 10 shareholders. None of these shareholders owns more than 25% of the shares, and none of them has a different stake in the company. There is only 1 stakeholder, R, who attends the shareholders’ meetings and takes decisions: effectively, R has control, and is the UBO in this example.
Examples of documents to include if this stake applies
Shareholder register extract, deed of investiture (including the provision on changes in articles of association), articles of association, that applies to the UBO. A shareholder register is a non-public register, that is deposited for inspection at a bv or nv’s offices. The board has to keep a record of the name-bearing shares that have been issued in this register. The board can supply an extract from this shareholder register.
In that case, you register all managing directors as the organisation’s UBOs. You can only do so if these managers are registered in the Commercial 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.
You do not need to add any documents to the report to demonstrate their stake or interest.
- Then choose the first applicable type of interest.
The examples below can help you determine who the UBOs are if the shares of your private limited company (bv) are managed by a Trust Office Foundation (Stichting administratiekantoor, STAK, in Dutch).
Example 1
Company A is a private limited company (bv) and has one director, Mr X. The shares of company A are administered by STAK B. A STAK cannot be a UBO, because UBOs are always people. So company A has no UBOs on the basis of share ownership.
The voting rights and the management of the depositary receipts lie with STAK B. According to the articles of association of STAK B, there are 3 holders of voting rights with more than 25% voting rights: Mr X (33%), Mrs Y (33%) and Mrs Z (33%).
In this example, the voting right holders of STAK B are the UBOs of company A and STAK B, based on voting rights.
Example 2
All shares of company X (bv) are managed by STAK Y. A STAK cannot be a UBO, because UBOs are always people. Therefore, company X has no UBOs on the basis of share ownership.
The voting rights and the management of the depositary receipts lie with STAK Y. The articles of association of STAK Y stipulate that the voting rights are divided among 5 persons, who all have 20% voting rights. They are not UBO on the basis of voting rights, because they are not entitled to more than 25% voting rights. The articles of association of the STAK also provide that the profit is distributed among 3 depositary receipt holders. All 3 of them therefore receive more than 25% of the profit share of the bv.
In this example, all 3 depositary receipt holders are the UBOs of company X and STAK Y, based on economic interest.
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.