When operating in the Netherlands, or more broadly in the EU, foreign companies must identify their ultimate beneficial owners (UBOs) for compliance, banking, and transparency. As part of your Corporate Secretarial duties, it’s crucial to carry out this process correctly. Below is a practical Step by Step guide.
Step 1: Review the Shareholders’ Register
Start with the shareholders’ register. This internal document lists direct shareholders and their ownership percentages.
Example: Company A has four individual shareholders, each with 25%. All four are UBOs.
If an individual holds 25% or more of shares directly, that person is a UBO.
Step 2: Check Articles of Association, Agreements & Special Rights
Ownership is not always defined solely by shareholding. Control may also be exercised through:
- Special rights in the company’s articles of association
- Shareholder agreements
- Voting rights or veto clauses
If someone influences key decisions despite holding less than 25%, they may still qualify as a UBO. This person is called a ‘pseudo UBO’.
Step 3: Look Through Corporate Shareholders
When a shareholder is another company, you need to trace the chain of ownership:
- Review the shareholder register of each entity in the chain
- Continue until the individuals behind the structure are revealed
This ensures that all indirect UBOs are properly identified.
Step 4: Build a Structure Chart
Visualizing complex ownership structures makes identification easier. Draw a diagram showing:
- Each layer of ownership
- Percentage holdings
- Links between individuals and legal entities
This is especially useful in cross-border group structures or layered holdings.
Step 5: Use Public & Official Records
In many EU countries, including the Netherlands, authorities provide access to:
- Company registries and Chamber of Commerce databases
- UBO registers(only accessible by the UBO holding a DigId (or other countries’ equivalents)
These records help validate internal data or fill gaps if documentation is incomplete.
Step 6: Consider Other Forms of Control
UBO determination isn’t just about shareholding. Consider the following:
- Are there trust or nominee arrangements in place?
- Who appoints or removes most directors?
- Who has control via financial instruments, loans, or contracts?
A person exercising effective control, even indirectly, may still be classified as a UBO (a pseudo UBO)
Step 7: Senior Managing Officials (Fallback)
If no one meets the criteria based on ownership or control, the company must designate the senior managing official(s), typically board members, as UBOs.
How PrimeBridge Global Helps
With our Corporate Secretarial support, we help international companies in meeting Dutch compliance requirements. We assist you with:
- Review and interpret shareholder registers and ownership charts
- Trace indirect ownership across borders
- Prepare and file UBO registrations with the Dutch Chamber of Commerce (KvK)
- Maintain and update UBO records as your structure evolves