UBOs, or ultimate beneficial owners, represent the individuals who own an organization or those who have decision-making authority within that organization. This may include individuals who own more than 25% of the shares in a BV, or individuals who have a significant interest in a partnership or association, or those who hold more than 25% of the voting rights in an amendment to the articles of association of a foundation or association. If there is no individual with such an interest of more than 25%, senior management, such as partners or statutory directors, are considered UBOs. Every organization subject to UBO registration has one or more UBOs.
Why should the UBO be registered?
UBOs are registered in a register of the Chamber of Commerce (KvK). It helps prevent fraud and money laundering. It makes it clear who the ultimate beneficiary is of a company or foundation. The register is not publicly accessible.
When should you register a UBO?
Not all businesses have a UBO. For example, a sole proprietorship or an Owners’ Association (VVE) do not have a UBO. In a BV, NV, or CV, different interests may apply. The entrepreneur determines – based on these interests – which individuals are the UBOs:
Individuals with more than 25% of the shares Individuals with more than 25% of the voting rights Individuals with more than 25% of the economic interest Individuals who have control based on other means If none of these apply, then senior management are considered the UBOs. These are all individuals registered as statutory directors of the organization at the Chamber of Commerce.
For a foundation, the selection of the UBO is different. In determining a UBO for a foundation, you look at other interests:
Individuals entitled to more than 25% of the foundation’s assets are considered those who benefit from the assets and can be designated as UBOs. If the foundation has a maximum of 3 of these beneficiaries, all these individuals are considered UBOs. Individuals with more than 25% of the voting rights Individuals who have control in another way, but are not directors If none of these apply, then senior management are considered the UBOs. These are all individuals registered as statutory directors of the organization at the Chamber of Commerce. This is often the case with a public benefit organization (ANBI) foundation.
What if you haven’t registered a UBO yet?
If you haven’t registered a UBO for your business yet, you can still do so via the Chamber of Commerce website.
Do you have questions if you need to register a UBO? Let us know!
