Legislation has been tabled in the Dutch parliament to establish a partially public register of the ultimate beneficial owners (UBOs) of companies and other entities.
It is based on European rules aimed at preventing money laundering and terrorist financing.
The register will be introduced as part of the Trade Register of the Chamber of Commerce in January 2020, after which all newly-registered companies will have to comply.
However, existing businesses will have a further 18 months to register; that is, until mid-2021, four years past the deadline set by the EU Fourth Anti-Money Laundering Directive, according to law firm Baker McKenzie.
It applies to corporate and other entities that are incorporated or founded in the Netherlands, regardless of where their business is located.
Details of UBO
Beneficial owners of a company are defined as people who own or exercise more than 25% of the shares or voting powers, or control the business.
Under the register, the public will have access to the full name, month and year of birth, nationality, country of residence, and nature and extent of the economic interest of UBOs.
Additional information will be available to relevant domestic authorities.
They will also have access to the UBO’s residential address; day, place and country of birth; citizen number or foreign tax identification number; copy of passport; and documents proving their economic interest in the entity.
Under the register
Those required to register their UBOs will be:
- Private companies with limited liability and public companies, other than those listed on a regulated market or 100% subsidiaries of a listed entity;
- Cooperatives and mutual insurance associations;
- Foundations;
- Associations with full legal capacity and associations with limited legal capacity operating a business;
- All types of partnerships;
- Shipping companies;
- European economic interest groupings;
- European public companies; and
- European cooperative companies
However, the current legislative proposal does not include trusts or mutual funds, but a separate proposal will be introduced to implement their obligation to register ownership under the EU Fifth Anti-Money Laundering Directive.
Crown dependencies
This proposal comes at a time where the crown dependencies (Jersey, Guernsey and the Isle of Man) are looking to stop the UK from forcing public beneficiary registers on them.
Some 88 cross-party UK members of parliament have backed the move, which include the British overseas territories (BOTs).
The matter was due to be debated in the House of Commons on 4 March 2019, but it was pulled by prime minister Theresa May until an unspecified date.
The key demand being made by the group of MPs is for an order in council to be made requiring the government of any crown dependency or BOT that has not introduced a publicly accessible register to do so no later than 31 December 2020.
