For a description of other aspects of the Dutch UBO-register we refer to our newsletter of 8 October 2019.
The UBO-register is a register that contains certain personal details of ultimate beneficial owners (UBOs) of Dutch corporate entities and other legal entities. The implementation of a UBO-register is one of the measures that are included in the (amended) fourth EU Anti-Money Laundering Directive.
UBO-registration of listed companies
Dutch listed companies that are subject to certain disclosure requirements are not required to submit UBO-information. Dutch 100% subsidiaries of companies that are listed on a regulated market within the EU/EEA are also, under conditions, exempt from the requirement to submit UBO-information. The Dutch Minister of Finance clarified on 3 December 2019 that this exemption applies to both direct and indirect Dutch 100% subsidiaries of such listed companies.
It is not clear whether the exemption also applies to Dutch 100% subsidiaries of companies listed on a regulated market outside the EU/EEA.
Privacy protection
Parliament has adopted some amendments to the legislative proposal. For instance, the identity of persons who access the UBO-register will be registered by the Dutch Chamber of Commerce. The Chamber of Commerce will register the Citizen Service Number (Burgerservicenummer) of persons who access the register. The Financial Intelligence Unit and other competent authorities will, upon request, have access to that information.
It will be analyzed whether the UBO-register can be designed in such a way that certain categories of users can be distinguished. This should enable UBOs to review how often their information has been consulted per category of user (competent authorities, civil-law notary, bank, etc.).
Parliament also adopted a motion requesting the government to evaluate the impact of the UBO-register on the privacy of UBOs, after one year and after four years.
Implementation process
Based on the (amended) fourth EU Anti-Money Laundering Directive, the UBO-register has to be implemented before 10 January 2020. Since the Senate will adjourn for Christmas recess on 18 December 2019, is it uncertain whether the implementation deadline will be met.
Upon the UBO-register entering into force, existing entities have 18 months to submit their relevant UBO-information to the Chamber of Commerce. The Chamber of Commerce will notify all entities that are required to submit UBO-information within these first 18 months. Newly incorporated entities will be required to register their UBO-information simultaneously with their registration with the Chamber of Commerce. The registration of UBO-information will be a prerequisite to obtaining a Chamber of Commerce registration.
Contact
Do you have any questions about the UBO-register? Maybe an informal introductory meeting would be of interest? Please contact your Loyens & Loeff adviser or get in touch with one of our dedicated advisers in the Family Owned Business & Private Wealth department.
