Netherlands: Definitions of “ultimate beneficial owner” | KPMG | BE
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Netherlands: Update, definitions of “ultimate beneficial owner”

Netherlands: Definitions of “ultimate beneficial owner”

A draft decree provides definitions of who is an “ultimate beneficial owner” (UBO) and clarifies the categories of persons regarded as the UBO for purposes of the UBO register.

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The Dutch government in January 2018 proposed the draft decree for implementing the “Money Laundering and Terrorist Financing (Prevention) Act 2018” (Uitvoeringsbesluit Wwft 2018). The bill is expected to be presented to the Lower House in the coming months.

UBO definitions focusing on various legal entities

The draft decree describes the categories of persons to be regarded as the UBO of the various entities. The list, while not exhaustive, indicates that the following persons could be regarded as the UBO for purposes of the Dutch legislation:

  • Companies—Natural persons who directly or indirectly hold more than 25% of the shares, the voting rights or the ownership of non-listed companies or who through other means are the ultimate beneficial owner of or have control over the company—thus, depositary receipt holders with an ownership interest of more than 25% in the company could be regarded as the UBO of that company.
  • Partnerships (general partnership (vof), partnership, limited partnership (CV))—A natural person would qualify as the UBO if directly or indirectly entitled to a share of more than 25% of the profit or the membership rights upon liquidation of the partnership; also, a natural person that can exercise more than 25% of the votes in respect of resolutions to change the partnership or in respect of the execution of the partner agreement other than for the partnership's management duties may be the UBO.
  • Senior management of the company or partnership if no one person can be designated as the UBO or if there is doubt about whether a person is the ultimate beneficial owner of or has control over the company or partnership.
  • Foundation (stichting)—The founders, directors, beneficiaries, and each natural person who through other means exercises ultimate control over the foundation may be regarded as the UBO.
  • Trust—The founders, trustees, the potential protector, the beneficiaries (or persons in a comparable position) may qualify as the UBO, and if it cannot be determined who these separate persons of the trust are, the group of persons in whose interests the trust was primarily set up or works for, would be regarded as the UBO.

 

Read a February 2018 report prepared by the KPMG member firm in the Netherlands

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