1. What are UBOs?
The acronym UBOs stands for ultimate beneficial owners; the persons who ultimately benefit from, or have an interest in a business or organisation. Examples are persons who own more than 25% of the shares in a private limited company (bv), or who have a substantial interest of over 25% in a general or professional partnership (vof or maatschap).
Do you want to know who your organisation's UBOs are? Your organisation is responsible for determining this. The Netherlands Chamber of Commerce KVK does not give advice on how to decide. We do give you information on how to determine the UBOs in your organisation:
- Determine the UBOs of a private limited company (bv), public limited company (nv), European SE, or SCE
- Determine the UBOs of a foundation
- Determine the UBOs of a limited, general or professional partnership (cv, vof, maatschap), EEIG, or shipping company
- Determine the UBOs of an association, cooperative, or mutual insurance society
2. Do I have to register UBOs?
Since 27 September 2020, many organisations have a duty to register their UBOs. If an organisation does not register their UBOs, it violates the law. The Tax Administration's Bureau Economische Handhaving (Economic Enforcement Bureau) will check whether organisations are in violation. If they are, they can get a fine or be sentenced to community service.
Organisations with the following legal structures are required to register UBOs
You must register UBOs if your organisation has one of the following legal structures:
- private and public limited companies (bvs and nvs) that do not operate on the stock exchange
- foundations (stichtingen)
- associations (verenigingen):
- with full legal capacity
- with limited legal capacity and commercial activities
- mutual insurance societies (onderlinge waarborgmaatschappijen)
- cooperatives (coöperaties)
- partnerships: general partnerships (vofs), professional partnerships (maatschappen) and limited partnerships (commanditaire vennootschappen)
- shipping companies (rederijen)
- European public limited liability companies (SE)
- European cooperative societies (SCE)
- European Economic Interest Groupings (EESV) that are headquartered in the Netherlands, according to their articles of association
Churches and denominations are also required to register UBOs. It is not yet certain when this will be possible; the churches will be informed when it is.
No registration duty
Organisations with one of the following legal structures are not required to register:
- sole poprietorships / sole traders (eenmanszaken)
- private and public limited companies (bvs and nvs) that operate on the stock exchange
- 100% subsidiaries of limited companies that operate on the stock exchange
- owners’ associations
- legal structures under incorporation (in oprichting)
- associations with limited legal capacity and without commercial activities
- legal entities under public law
- other private bodies, including historical legal entities like guilds and courtyards (hofjes)
Foreign legal structures
Foreign legal structures, like an Ltd or GmbH, and foreign legal structures that only have branch offices in the Netherlands which are not legal entities in their own right, do not have to register UBOs in the Netherlands. They do have to register in the country they were established in.
Processing of personal data in the UBO register happens according to the General Data Protection Regulation (GDPR, AVG in Dutch).
3. How do I register UBOs?
Do you represent an existing organisation?
You register your UBOs using an online UBO report. Do you have multiple organisations? You have to submit one UBO report per organisation.
Are you starting a new organisation?
Required documents when filing a UBO report
KVK offers information on the documents you need to demonstrate the stake the UBO has in your organisation:
- Documents demonstrating the UBO's stake at a bv, nv, SE, or SCE;
- Documents demonstrating the UBO's stake at a foundation;
- Documents demonstrating the UBO's stake at a general, limited, or professional partnership, EESV, or shipping company;
- Documents demonstrating the UBO's stake at an association, cooperative, or mutual insurance society.
4. Why has the UBO register been established?
The UBO register is a direct consequence of European regulations. Its aim is to prevent abuse of the financial systems: for laundering money, for example, and for financing terrorism. The UBO register makes clear who is really in charge of organisations founded in the Netherlands, so that persons who engage in financial-economic crimes can no longer hide behind Dutch organisations. And because the register is public, it allows you to perform a more thorough check on who your business partners are.
Every EU Member State has to keep a UBO register. In the Netherlands, KVK has been appointed keeper of the UBO register. The duty to register UBOs came into effect on 27 September 2020.
5. Who is allowed to view the information in the UBO register?
KVK acts in full accordance with the GDPR guidelines when handling the UBO's data. Since 22 November 2022, UBO data are temporarily not public due to a ruling by the European Court of Justice.