The introduction of the UBO register has been a long time coming, but this week the Senate also approved the bill that paves the way for the establishment of a UBO register.
A long road
We’ve written about this a number of times before, most recently in December 2019 (UBO register adopted). Whilst the original intention was to establish the UBO register by 26 June 2017 at the latest, this has still not happened. The UBO register is due to be launched shortly, but the government has not yet announced an exact date. From the date the Act comes into force, organisations listed in the Commercial Register will have one and a half years to register their UBOs.
Why have a UBO register?
European legislation requires EU countries to maintain a register that provides insight into an organisation’s ultimate beneficial owners. The UBO register is intended to ensure that money laundering and terrorist financing are not concealed behind legal entities.
What is a UBO?
A so-called UBO, or Ultimate Beneficial Owner, must be entered in the register. This refers to natural persons who hold an interest exceeding 25% in, for example, a private limited company (BV). This interest may consist of shares or voting rights, but may also consist of ultimate control. A structure is examined until at least one UBO has been identified.
Pseudo-UBO
In some cases, there is no UBO. In such cases, there is simply no natural person with an interest exceeding 25%. In that event, a pseudo-UBO is designated. This refers to one or more persons who are members of an organisation’s board.
Privacy
The introduction of the UBO register has been quite a challenge. In particular, the question of whether the privacy of UBOs would be adequately safeguarded was a major point of concern.
The data in the UBO register will be made public. For a small fee, anyone can access the UBO register. However, those wishing to consult the UBO register must provide proof of identity using a sufficiently reliable means of identification.
Public data
The following information is made public in the UBO register:
- first name and surname;
- year and month of birth;
- nationality;
- household status;
- the nature and extent of the economic interest. The exact size of the UBO’s interest is not disclosed, but the range within which the interest falls is: 25% – 50%, 50% – 75%, 75% – 100%.
The UBO will be able to see how often the information is accessed. The register can only be searched by the name of the company or legal entity, not by the name of the UBO. Competent authorities will be able to view further information about a UBO.