The introduction of the UBO-register in the Netherlands is the outcome of the fourth and fifth European anti- money laundering directive. These directives are aimed at the prevention of money laundering and the prevention of financing of terrorism. The legislative proposal providing for the introduction of the register has been filed at the House of Representatives on the 4th of April. The obligation to register UBO-information will be in effect as of January 2020.
The information concerned
On the basis of the legislative proposal companies are obliged to file information in the register concerning the natural persons who are the ultimate beneficial owners (UBO) of the company or who assert control over the company. The information that has to be registered includes the name, month of birth, year of birth, nationality, country of residence and the nature and scale of the economic interest of the UBO. The draft legislative proposal provided for sanctions in case information has not been registered and in case information has not been kept up-to-date. These sanctions are maintained in the legislative proposal at hand, despite a considerable amount of critique.
To whom is this information accessible
The legislator chose to make certain types of information publicly accessible despite a considerable amount of critique as to the public accessibility of the aforementioned information. Information that is publicly accessible relates to the name of the UBO and the nature and scale of the economic interest he possesses. Contrary to the European Data Protection supervisor, The Dutch Data Protection Authority did not raise any objections as to the accessibility of the information contained within the UBO-register. Governmental regulatory authorities are able to access all information contained within the register, including copies of the documentation that provides for the nature and scale of the economic interest at hand, copies of proofs of identity and personal details of the UBO such as social security numbers and foreign fiscal identification numbers.
Critical sidenote
The Dutch tax authorities are in charge of the enforcement of the obligation to register information in the trade register. The tax authorities have already indicated that the rules concerning registration are difficult to enforce and prone to fraud. According to the tax authorities it will prove difficult to control information because acquiring information from foreign countries will prove difficult, if not impossible. Furthermore, UBOs that deliberately hide behind non-transparent structures will be prone more quickly to provide false or incomplete information.
If you would like more information about this subject or if you have any questions after reading this article, then don’t hesitate to contact Janou Briaire or Dirkje Mandigers. You can of course also contact one of the other lawyers in our Company Law team.
May 2019
