Registering, Changing and Deregistering UBOs in the Dutch UBO Registry

When you own a Dutch company, you will need to take into account that you will officially have to register any so-called “Ultimate Beneficial Owner(s)” of your company in the Dutch UBO register. These are generally the directors and shareholders, provided that they meet certain criteria. Intercompany Solutions has acquired many years of experience in the establishment of Dutch companies for foreign entrepreneurs and many other related matters, such as financial, legal and administrative services. These services might aid you in achieving substantial success and adhere to Dutch law and regulations simultaneously.

As such, we can also assist you with any additional tasks you might encounter on your path to Dutch company establishment. Registering, changing or deregistering UBOs is also part of our service repertoire. We firmly believe that any type of business expansion should be executed in a correct and profitable matter. Which is why we consistently aim to help foreign entrepreneurs with establishing their presence in the Netherlands in a stable and profitable way. If you would ever like to know more about what we do, feel free to ask us for non-committal professional advice. 

Why do UBOs need to be registered in the Netherlands?

The UBO register has been active since the 27^th of March 2022. Registering Ultimate Beneficial Owners (UBOs) in the Netherlands is essential for improving transparency and accountability in business activities. This is due to the fact, that all important individuals that are either running a company, or are a substantial stakeholder in a company, are held accountable for any actions undertaken through the company. In simpler wording: it is easier to hold the people in power accountable for their deeds this way.  This measure aligns with European Union regulations, specifically the EU's Anti-Money Laundering Directives (AMLDs), and serves several critical purposes, which we will list below. 

1. Combatting financial crimes

The UBO register helps combat money laundering, for starters. By identifying the individuals who ultimately benefit from financial transactions or business activities, the UBO register can closely watch what individuals are doing exactly via corporate means. Next to that, the UBO register actively opposes terrorist financing, by increasing transparency to prevent misuse of financial systems for criminal purposes. Additionally, the register fights passively against tax evasion and fraud. This is done by providing the authorities with a clear picture of ownership structures to reduce illegal activities.

2. Promoting transparency

The UBO register reveals the individuals behind companies, partnerships, foundations, and other legal entities, reducing the possibility of using complex ownership structures to conceal illicit activities. It allows the public, journalists, and other businesses to access certain UBO information, creating trust and confidence in the business environment. This way, you know immediately with whom you are doing business, whether their track record is clean and if you should even instigate any form of potential partnership, without putting your current business at risk.

3. Meeting EU requirements

The UBO register is mandated by the EU as part of its broader anti-money laundering framework. Compliance ensures that the Netherlands meets its obligations as an EU member state, avoiding sanctions or reputational risks. So if you have any ambitions that involve setting up a business in the Netherlands that might become involved in criminal activity, you should be warned. The register actively aims for eliminating any company or stakeholder that wants to put others out of business by illegal, unfair or otherwise nefarious means. The EU has its European Single Market, in which goods and services are traded freely. And the EU wants to keep it that way. 

4. Facilitating due diligence for businesses

Due diligence is a very important part of doing business in trustworthy ways. Due diligence basically means, that you do some research into potential business partners, clients and investors. Making a wrong choice in either direction could implicate you in sordid affairs potentially, so it’s best to make sure you know whom you are dealing with. Financial institutions, legal professionals, and other entities can access the UBO register to fulfill Know Your Customer (KYC) and due diligence requirements. This process ensures that companies are aware of the entities and individuals they engage with, reducing exposure to financial and legal risks.

5. Enhancing fair competition

Fair competition is at the basis of a fair and equal capitalist society. Capitalism isn’t just about making money; on the contrary. The fact that some individuals instigate something new creates new business and employment opportunities instantly, which can potentially make societies thrive. Transparency about ownership and control discourages unethical business practices, creating a level playing field for honest companies. Because when someone does something illegal, it will be registered, due to being able to know the UBOs of any company.

Key details of the UBO register

The Dutch UBO (Ultimate Beneficial Owner) register is a system designed to enhance transparency about the individuals who ultimately own or control companies and other legal entities in the Netherlands. It is part of the European Union's Anti-Money Laundering Directives and aims to combat financial crimes such as money laundering and terrorist financing. We have already discussed this briefly above, but it’s always worth mentioning that the UBO register aims at equal and honest entrepreneurship. It’s also a way to avoid too large monopolies, that can instantly wipe out small (but nonetheless profitable and honest) businesses. So let’s get down to business.

Who qualifies as a UBO?

So after all this talk about the UBO registry, the pitfalls and wins that come from being a UBO, you are probably wondering about what a UBO actually is. So, a UBO is a person who owns or controls more than 25% of a company or legal entity, either through ownership rights or voting rights. So, if you own or control more than 25% of a company, you are officially a UBO. Nonetheless, there are some proposed updates that aim to include individuals with exactly 25% ownership or voting rights, broadening the definition to enhance coverage. So it’s not above 25% anymore, but up until 25% for not being an UBO. Do note, that being an UBO might seem like a powerful thing, but there are some responsibilities when one qualifies as a UBO. For example, there are some registration requirements. 

Registration requirements and implications in the case of non-compliance

So, companies and legal entities must register the details of their UBOs in the Dutch Chamber of Commerce’s UBO register. This includes identifying information about the UBO, such as name, birthdate, and the nature of their ownership or control. When one does not do this, there can be serious repercussions. The importance of knowing who owns the majority of a company lies in the way this person conducts business. If it’s legally executed and managed, there’s no problem at all. But if a UBO crosses some legal boundaries, they can face compliance issues and subsequent penalties. Which in the Netherlands amounts to administrative penalties, for starters. You can get a penalty that amounts to an administrative fine of up to €21,750. There are also additional penalties for non-compliance, such as an order to comply under threat of further fines.

Next to administrative fines, there are also criminal penalties. This is due to the fact that non-compliance can be considered an economic offense under the Economic Offences Act. Potential consequences of violating this act include fines, community service, or even imprisonment in severe cases, especially if false information is provided during registration. Authorities actively monitor compliance to ensure transparency and to prevent misuse of corporate structures for illicit activities such as money laundering or tax evasion​.

Current compliance figures

As of March 2024, around 80% of legal entities in the Netherlands had complied with the registration requirement. As we discussed before, non-compliance can result in fines or other penalties. On a sidenote, access to the UBO register was restricted temporarily due to privacy concerns following an EU court ruling. However, certain entities like banks, notaries, and insurance companies have regained access by mid-2024, enabling them to fulfill due diligence obligations effectively. Furthermore, from June 2024, companies will be able to obtain certified extracts from the UBO register to demonstrate compliance with Know Your Customer (KYC) requirements. The UBO register aligns with international efforts to improve corporate transparency and reduce financial crimes. While effective in promoting accountability, it has faced challenges, particularly around balancing transparency with privacy concerns. This is still an ongoing issue, which should be resolved in a relatively short timeframe, though.

Entities that are required to register a UBO

It’s very important to know which type of entity should register a UBO. In all cases, this involves an entity that is involved in business. This involves, amongst others:

• Companies (BVs, NVs, and more)
• Foundations and associations
• Partnerships (general, limited, or professional)

Exemptions apply to sole proprietors, publicly listed companies, and certain associations without full legal capacity.  Once you register an UBO, keep in mind that some data, like names and ownership percentages, is publicly accessible to promote transparency. Not all data is made public, though. Certain private information, such as residential addresses, is accessible only to authorized entities like notaries and financial institutions. For detailed guidance, the Dutch Chamber of Commerce provides official documentation and support tools for UBO registration. You can also refer to advisory services by companies like Intercompany Solutions, that are experienced in corporate compliance.

Registering UBOs in the registry

Are there people who are ultimate beneficial owners in your organization, but are not yet listed as UBOs in the UBO register? Then this is where you register these people. Registering an Ultimate Beneficial Owner (UBO) in the Netherlands involves submitting specific information about the individuals who ultimately own or control a company or other legal entity. This process ensures compliance with anti-money laundering regulations and enhances corporate transparency. Below is a detailed overview of the steps and requirements for UBO registration. Remember: this is how startups and small-business owners are protected.

Steps for UBO registration

To determine who are UBOs in your company, the Dutch government clearly explains how to identify the individuals who qualify as UBOs. These can be defined as those who:

• Directly or indirectly own more than 25% of shares or voting rights
• Exercise control through other means, such as agreements or influence

To register a UBO for your company, there are some basic steps you need to take. We will outline these steps below.

1. Gather required information:

The following details about the UBOs must be provided:

• Full name
• Date of birth and nationality
• Residential address (which will not be made publicly available)
• Nature and extent of ownership or control, expressed in percentages
• Documentation to support the information, such as shareholder agreements and a valid form of ID

2. Submit the information to the Dutch Chamber of Commerce (KvK)

• Registration is done through the KvK, either online or in-person, or with the aid of a specialized company such as Intercompany Solutions. 
• Companies need to complete the UBO registration form provided by the KvK

3. Verification by the Dutch Chamber of Commerce (KvK)

Once you do all this, the Dutch Chamber of Commerce verifies the information before updating the UBO register. Certain fields, such as the extent of ownership, are public, while private details remain restricted.

4. Maintain and update the provided information

Companies are responsible for keeping UBO details up to date. Any changes in ownership or control must be reported promptly and correctly. 

Changing UBOs in the registry

Next to registering UBOs, you can also report changes in the UBO register. This can be changes that entail, for example, the interest that UBOs have in your organization, and the possibility of shielding personal data of UBOs. Changing the Ultimate Beneficial Owners (UBOs) registered for a Dutch entity involves updating the information in the UBO register maintained by the KvK. This is essential when there is a change in ownership, control, or the structure of the entity. We will outline the steps and key considerations for updating UBO details below.

1. Identify the changes within your company

The most important part is to clearly determine what changes will occur. Is there a new UBO that needs to be registered? Then this is done via the usual registration procedure. But there might be other changes, such as changes in the amount of stakeholders, or the percentage of their stakeholdership. You can also determine which individuals are no longer UBOs and identify the new UBOs based on ownership or control exceeding the 25% threshold.

2. Collect necessary documentation

You will then need to prepare documentation that will prove the change, such as updated shareholder agreements, board meeting minutes, or other legal documentation confirming the new structure. There is a difference between public and private data, by the way. All updated public data, such as the name and extent of ownership, will be accessible to the public. But private data, like residential addresses, remains confidential and is accessible only to authorized entities.

3. Notify the KvK

Once you have collected all necessary documentation, you will need to file the updated UBO information with the KvK. This can typically be done online or in person, or via a trusted partner in the Netherlands when you are a foreign entrepreneur and the needed actions are too complicated for you. You will need to include the same details as required during the initial registration, which consists of the name, date of birth and nationality of the UBO, and the nature of ownership and control.

4. Submit the change request

You, or the company that you hired to take care of such matters, will need to use the KvK’s specific forms for UBO updates. Ensure the information is accurate and complete to avoid processing delays. Do you want to change a foreign private address of a UBO to a Dutch private address, or to another foreign address? You will then need to use form 18: Supplement to other Trade Register for this. During the verification process, the KvK will review the submitted changes. Once everything is approved, the UBO register will show the updated information. Always make sure you are compliant with Dutch laws regarding UBOs. This means that you need to ensure ongoing monitoring and timely reporting of future changes to avoid penalties. 

Also note that changes to UBO data must be reported in a UBO statement within 7 days after they have become valid. Timely reporting is crucial. Changes must be communicated as soon as they occur. As already discussed above, companies that fail to report changes may face fines, administrative penalties, or reputational damage. For more information or support, the Dutch Chamber of Commerce website provides detailed guides and contact options. Professional advisors, such Intercompany Solutions, can assist with complex UBO changes or compliance issues​

Deregistering UBOs

You can also deregister people in the UBO register when they are no longer considered to be a UBO. If a person is no longer a UBO, you must also report this within 7 days in a UBO statement. When deregistering UBOs, pay attention to whether you have to register other UBOs in the UBO register. To deregister a UBO in the Netherlands, you need to follow the procedure for updating or removing UBO information in the KvK’s UBO register. Deregistration occurs when someone no longer qualifies as a UBO, such as when they sell their shares, transfer their voting rights, or step down from a controlling position. Below, we have listed the steps and key details of the UBO deregistration process for your convenience.

1. Verify the changes

The first thing you will need to do, is to ensure the individual no longer meets the UBO criteria, which amount to the previously mentioned ownership or control of more than 25%. If a shareholder leaves the company, for example, or they sell some of their shares and do not meet the criteria anymore.

2. Notify the KvK

Once you know who to deregister as a UBO, you need to file a request with the KvK to remove the individual’s details from the UBO register. This can typically be done online or in person, or by a qualified third party that can assist you with this. You always need to use the UBO update or removal form which is provided by the KvK.

3. Provide the required documentation

You then need to collect all necessary supporting documents, such as updated shareholder agreements, transfer deeds, or company resolutions. You have to submit evidence of the change, like documents proving the transfer of shares or other changes in the company’s structure, in order for the deregistration process to be finalized.

4. Confirmation of Deregistration

Once the Chamber of Commerce verifies the information, it will update the UBO register and remove the individual's details. Please note, that you also need to report such changes promptly to remain in compliance with the law, as with the UBO registration and change processes. Next to that, a company must also update its internal records and notify relevant stakeholders, such as banks, if required. As far as privacy goes, deregistered UBOs will no longer have any data visible in the public register. However, historical records might remain accessible to authorized entities for due diligence purposes. Failure to deregister individuals who are no longer UBOs can result in fines or penalties, as it may give an inaccurate representation of the company’s ownership and control structure. For detailed guidance, the Dutch Chamber of Commerce website and legal advisory firms such as Intercompany Solutions can provide specific instructions and forms needed for deregistration​

Challenges and Concerns

While the UBO register has significant benefits, it has raised concerns about privacy and data security. Some UBO information is public, which has led to debates about balancing transparency with individual privacy rights. The system has been adjusted to address these concerns, such as restricting public access to certain sensitive data. For more information on the rationale and functioning of the UBO register, resources such as the Dutch Chamber of Commerce (KvK) and EU legal frameworks provide additional insights​. Of course, Intercompany Solutions can also assist you with all matters regarding UBO registration, deregistration and changes within your company.

Would you like to establish a Dutch company? Make sure you register all UBOs as well

Intercompany Solutions is specialized in Dutch company establishment, but we can offer you a much broader range of services than just that. Next to incorporating and registering a company in The Netherlands for you, we can also assist with many extra tasks such as applying for a permit, obtaining a visa and a variety of administrative tasks such as your tax return and helping with legal issues. Registering, changing and deregistering UBOs is also no problem for us to handle. Once you decide to set up a Dutch company, we will ask you for some standard documents that include a valid form of identification, your full name and date of birth, the preferred name of the company and the Dutch business registration address. With these documents we can go to a notary public and establish your company, but we can also directly arrange many other important things, such as opening a Dutch bank account and making sure you are properly listed as a UBO in the Dutch registry. 

The services that we can offer you

Intercompany Solutions has assisted hundreds of foreign entrepreneurs from over 50 different nationalities. Our clients range from small one-person startups to multinational corporations, and everything in between. Our processes are aimed at foreign entrepreneurs and, as such, we know the most practical ways to assist with your company registration. We can assist with the full package of company registration in the Netherlands:

• Company establishment in the Netherlands
• Opening of a local bank account
• Application for VAT or EORI number
• Application for a variety of permits
• Application for a visa or start-up permit
• Startup assistance
• Financial services
• Administrative services
• Secretarial services
• Legal assistance
• Tax and financial services
• Media
• General business advice

We are constantly improving our quality standards to continually deliver impeccable services. 

Do you need to register, change or deregister an UBO? Intercompany Solutions can help you

Intercompany Solutions has assisted thousands of foreign entrepreneurs from all possible fields and countries with the establishment of a Dutch company. We know, like no other, how to handle the incorporation process swiftly and correctly. Since we have been active within this field of work for many years, we have also built an extensive network of professionals that can assist us anytime with any question or query you might have. This also means, that we can offer one of the fastest Dutch company registration procedures currently available. If you have all the necessary documents at hand and can send these to us, the entire process should not take more than just a few business days. In most cases, it takes up 1-3 days, and you are ready to start doing business immediately.

We work for fixed rates, that we will obviously discuss with you before we start to work for you. You can already set up a Dutch business for €1499 all-in, meaning there’s no hidden fees whatsoever. Another plus is the fact, that the process can be finished entirely remotely, if you can provide us with a power of attorney. This saves you a lot of time and money, since you don’s have to travel physically to the Netherlands to establish your new business. If you would like to know more about our services, feel free to browse our website for more detailed information. You can also always contact us directly, and we will assist you from there on.