It was announced on 7 July that the UBO register will go live on 27 September 2020. The Act on the implementation of the UBO register ("Implementation Act") and the corresponding decree of entry into force have each been published today in the Bulletin of Acts and Decrees. The Act will (partially) enter into force on 8 July 2020, and concerns the obligation for legal entities to collect and maintain information about their UBOs and the obligation for foundations to maintain benefits of 25 percent or less.
The obligation for legal entities to register the collected UBO information in the UBO register, and the related obligations, will enter into force on 27 September 2020.
Contours of the UBO register
An UBO is the natural person who owns or ultimately controls a legal entity. Under the Implementation Act, legal entities must collect, maintain and register information about their UBOs in the UBO register. There may be more than one UBO per legal entity. Certain information about the UBOs will be publicly accessible; this concerns the name, month and year of birth, state of residence, nationality and the nature and extent of the interest held. The UBO register is managed by the Chamber of Commerce.
In our News Releases of 11 April 2019 and 23 June 2020, we extensively discuss the various components of the Implementation Act, such as to whom the obligations under the Act apply, what should be understood by the UBO (or pseudo-UBO), and what is termed the ‘ring-fencing’ regime, and we discuss which sanctions apply.
Which obligations will come into effect on 8 July 2020?
Collection and maintenance of UBO information by legal entities / UBO compliance obligation
Some parts of the Implementation Act will enter into force as early as 8 July 2020. This concerns the obligation for legal entities to internally collect and maintain information about their UBOs, and the obligation of the UBO to cooperate with a request for information from a legal entity. Legal entities do not yet have to register this information with the register. Failure to comply with these rules may result in a criminal sanction for both the legal entity and the UBO.
Internal register of foundations
In addition, article 2:290 of the Dutch Civil Code will enter into force on 8 July 2020. Pursuant to this article, foundations must enter (in a register in their own administration) beneficiaries who receive a distribution of 25% or less of the amounts paid out in a given financial year. This obligation must be seen as a specification of the administration obligation under article 2:10 of the Dutch Civil Code. Foundations are not asked to collect more data about the persons to whom they donate than they already do based on their accounting obligation.
What obligations will come into effect on 27 September 2020?
UBO registration obligation for legal entities
Due to the coronation pandemic and the careful IT preparation of the UBO register, it was decided that legal entities will only be obliged to register the collected UBO information with the UBO register from 27 September 2020. There will be a transition period for existing legal entities; after 27 September 2020 they will have 18 months for the UBO registration. However, after 27 September 2020, newly established legal entities will have to register their UBO(s) when they first register their company with the trade register. If a legal entity does not comply with the UBO registration obligation, both administrative and criminal sanctions may be imposed.
Feedback obligation Wwft institutions
For Wwft institutions (such as law firms, notary offices, trust offices and banks) a feedback obligation will be introduced. This means that Wwft institutions are obliged to report back to the Chamber of Commerce if they establish that the UBO (or pseudo-UBO) data is incorrect or incomplete. This obligation will also apply from 27 September 2020.
Identification of individuals consulting the UBO register, and providing insight into the provision of data
Part of the Implementation Act does not yet have a date of entry into force. It concerns the possibility of identifying those consulting the UBO register and, at the request of a UBO, providing insight into the number of times that UBO’s data has been provided to third parties other than government parties. For this purpose, it is necessary for the e-Government Act to enter into force first, so that it will become clear which reliable means of identification will become available.
For more information, see also our Stibbe UBO Webtool. The Webtool shows under which conditions a natural person can be regarded as a UBO and also makes it clear which information needs to be registered.