A UBO: what is it?

What is an Ultimate Beneficial Owner (UBO)?

Basically, a UBO is a person who ultimately owns or controls more than 25% of the shares or voting rights of a company or exercises control over the company or its management. It depends on the legal form, as you can read below.

- Ltd. and PLC

As for a Ltd. (private limited company) and PLC (public limited company), a UBO is the natural person who is (in)directly and for more than 25% economically entitled to the company, or the person exercising control. Listed companies are excluded.

- Foundations and associations

Regarding foundations and associations, the UBO is the natural person who (in)directly has an ownership interest of more than 25%, or who can exercise more than 25% of the votes in the event of an amendment to the articles of association, or who has actual control over the legal person.

- GP, LP, partnership and shipping companies

As for a GP (general partnership), partnership, LP (limited partnership) and shipping companies, the UBO is the natural person who (in)directly has an ownership interest of more than 25%, or who can exercise more than 25% of the votes in the event of management acts and/or changes to the cooperation agreement.

- A religious denomination

In the case of a religious denomination, things are different. Here the UBO is the natural person appointed legal successor in the articles of association of the denomination upon its dissolution.

And what about natural persons with a smaller interest? They too can be deemed Ultimate Beneficial Owners. For example, in case they otherwise have ultimate control over a client.

- Trusts

In a trust, several persons must be deemed Ultimate Beneficial Owners. For example the founder and the trustees.

UBO identification: criteria

If you are subject to AML, you must establish the identity of the UBO. Two criteria are important, aiming at the following:

1. Qualifying a UBO as a person.
2. Investigating and holding beneficial ownership or control of a client. This means control in the form of holding shares, voting rights, ownership interest or other resources.

What is the purpose of the UBO register?

The UBO register is managed by the Chamber of Commerce and is subject to the Trade Register Act. This register was created to prevent matters such as money laundering. Since 2020, it is mandatory to register UBOs in this register. Failing to do so means that fines or sanctions might be imposed.

Which Dutch organisations are required to register UBOs?

• Unlisted private and public companies
• Associations with limited legal capacity but with company and associations with full legal capacity
• Mutual insurance companies
• Foundations and cooperatives
• Partnerships, general partnerships and limited partnerships
• Shipping companies
• European Public Limited Companies (SE) and European Cooperative Societies (SCE)
• European Economic Interest Groups that have their registered office in the Netherlands (EEIG) according to their articles of association.

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