We had to wait a while, but on the 27th day of September 2020 the UBO-register came into effect. Now, more than a month later, it is time for a first evaluation. What is the experience in practice with regard to registering UBO data?
New legal entities
Legal entities established on or after the 27th day of September 2020 must also comply with their registration in the UBO register at the same time as their registration in the trade register. The registration in the UBO-register takes place during the registration process at the counter of the Chamber of Commerce or through the notary.
In practice, this means that the registration of UBOs is taken care of by the notary if the incorporation has taken place through the notary’s office. Ultimately, the legal entity itself is responsible for a correct and timely registration of the UBOs.
It is important that the documents proving the UBO are in the hands of the notary before the deed of incorporation is signed. If not, the incorporation will be delayed. The Chamber of Commerce handles the registration in the trade register and the registration of the UBO at the same time. It is therefore not possible to already assign a new Chamber of Commerce number at the time that the corresponding UBO registration has not been completed yet.
Existing legal entities
Legal entities established before the 27th day of September 2020 have until the 27th day of March 2022 to register their UBOs.
Unlike for new legal entities, it is possible for existing legal entities to register themselves online or through a form. Of course, is it also possible to register the UBOs through the notary. The notary can determine the UBOs and the scope of their interest by looking together with the client at the ownership and control structure. Again, the legal entities themselves are responsible for correct and timely registration.
The identity of the UBO needs to be registered by means of the full name and the citizen service number (BSN). This means that the UBO has to provide a copy of its identification on which this data can be seen. For a passport and Dutch identity card, this means that the front and back of the document must be submitted. For a driver’s license, the front is sufficient. If the place of residence of the UBO is not in the Netherlands, the date of birth, place of birth, nationality and residential address are also registered.
Nature and scope of the interest held
In addition, documents must be provided showing the nature and scope of the interest held. For example, the nature of the interest may be a shareholding of more than 25%.
For the scope of the interest held, the registers makes a three-way split in the categories more than 25% up to and including 50%, more than 50% up to and including 75% or more than 75% up to and including 100%.
The nature and scope of the interest may be evidenced, for example, by the register of shareholders, organograms, registers of depositary receipt holders, articles of association or extracts from the trade register. Some of these documents are already in the possession of the Chamber of Commerce, but unfortunately this is not sufficient for the notary to file his registration. That is why clients are asked to submit these documents after all. It is important that the documents can be traced back to a natural person. Extracts from the trade register showing that a legal person is ‘’the UBO’’ are therefore not sufficient. In that case, the extract of that legal entity will also be requested, until a natural person comes out.
A sole shareholder as UBO
However, the Chamber of Commerce has made a link with the data from the trade register if a sole shareholder is registered as a UBO. In that case, no documents need be filed, provided that the sole shareholder is registered as such in the trade register.