Mandatory registration of UBOs of trusts and mutual funds
Eline van Elst |
Before 1st February 2023, the ultimate beneficial owners (UBOs) of Dutch trusts and mutual funds (fondsen voor gemene rekening) must be registered in the UBO register. The UBO register makes clear who is really in charge of organizations founded in the Netherlands. Every EU member state is obliged to have a UBO register in place to prevent money laundering and abuse of financial systems. In this section, we have gathered the most important information about the UBO register for you.
Who is subject to the UBO registration requirement?
In general, trusts and mutual funds (both open and closed-end):
with a Dutch resident trustee;
with a non-EU resident trustee, that owns real estate in the Netherlands;
with a non-EU resident trustee, that enters into a business relationship in the Netherlands, for example, opening a bank account).
A mutual fund is a fund without legal personality, established by an agreement, collecting assets that will be invested or used on a shared-cost basis. Each mutual fund that meets the conditions has to be registered in the UBO register. Depending on the legal qualifications of the fund, registration should be done either in the general UBO register for legal entities and companies or in the UBO register for trusts and mutual funds. In short, a mutual fund acting as an investment company (without legal personality, not running a business) registers in the UBO register for trusts and mutual funds. A fund that qualifies as an undisclosed partnership registers in the UBO register for trusts and mutual funds, while a fund that qualifies as a general partnership or limited partnership registers in the UBO register for legal entities and companies.
Who qualifies as UBO?
The UBO definition for trusts and mutual funds is different from the definition for legal entities and companies. UBOs of a trust are, regardless of the size of their interest:
all founders/settlors;
all trustees;
all protectors;
all beneficiaries;
those who have effective control.
UBOs of a mutual fund are, regardless of the size of their interest:
the legal owner;
the trustee;
the participants.
Big mutual funds (minimum of 150 participants) Wft (financial authorities license), under control of AFM or DNB) will have the opportunity to register the participants as a group rather than individually. This exemption applies to mutual funds only, not to trusts.
Please note!UBOs qualify based on their capacity or role, regardless of the size of their interest.As a trust or mutual fund will have more than one UBO, pseudo UBOship will not apply. Should the direct UBO be a legal entity or partnership, every UBO of this legal entity or partnership is also a UBO of the trust or mutual fund.
When should registration take place?
The term for registration is short, 3 months. Registration should be completed before 1st February 2023. Non-compliance with the UBO legislation constitutes an economic offence that could result in fines and other administrative and criminal penalties.
Which data should be registered?
Of the trust:
name and type (open or closed-end);
date and place of establishment (date of the agreement and residence of the trustee);
purpose (for the benefit of a person or to invest assets).
Of the UBOs:
name;
date of birth, place of birth, country of birth;
residential address, country of residence, email address;
nationality;
nature and size of the interest;
BSN number/foreign Tax Identification Number;
a copy of the proof of identity of the UBO;
a copy of documents proving the UBO qualification.
Privacy
Some data will be on public record and accessible to everyone:
name and surname;
month of birth and year of birth;
nationality;
country of residence;
nature and size of the interest.
Other data will only be accessible for the authorities and financial intelligence unit:
date of birth, country of birth, place of birth;
residential address;
BSN number/foreign Tax Identification Number;
a copy of the proof of identity of the UBO;
a copy of documents proving the UBO qualification.
In exceptional circumstances a request can be filed to shield certain data (name, month of birth, year of birth, nationality and country of residence):
if the UBO is a minor, or placed under receivership or administration;
if the UBO is placed under police protection.
What should I do?
The responsibility to register the UBOs rests with the trustee:
trustees with residence in the Netherlands should register with his/her digital identity (DigiD) at https://www.uboregistertrusts.nl/
trustees with residence in other EU member states should register in the country of residence;
Registration of the UBOs can only be done online via the website https://www.uboregistertrusts.nl/. It is not possible to register with paper forms or at the office of the Chamber of Commerce. Registration should be done by the trustee. It is not possible to authorize a third party to do so. First, gather all details and documents required to do the registration (see above under ”What details must be registered”) and the digital identity (DigiD) or the login details of the trustee performing the registration. Then go to https://www.uboregistertrusts.nl/ to fill in the registration form (available from 1st November 2022).
Want to know more?
General information can be found at https://business.gov.nl/. On the registration website https://www.uboregistertrusts.nl/, FAQs are answered. Do you want to know more or do you have any questions about the UBO registration? Please get in touch with your point of contact at Bol International or consult the UBO desk via UBOdesk@boladviseurs.nl. We are happy to help you!
