Understanding the Dutch UBO Register Requirements
When establishing a company in the Netherlands, you’re likely to encounter the requirement to register an Ultimate Beneficial Owner (or UBO). This is a standard compliance measure used across the EU to identify individuals who ultimately own or control a business.
But, what happens when there is no clear Ultimate Beneficial Owner? That’s where the pseudo UBO comes into play.
What Is a Pseudo UBO?
A pseudo UBO is someone listed in the UBO register not because they truly own or control the company, but because the law requires someone to be identified. This fallback mechanism ensures that every company has a designated responsible individual, even if no shareholder or stakeholder fits the standard definition of a UBO.*
Why does it exist?
The pseudo UBO requirement helps prevent loopholes in transparency. Regulators, financial institutions, and legal bodies need a point of contact for accountability. The fallback ensures that even when there is no clear Ultimate Beneficial Owner, companies cannot simply avoid compliance.
What it means for you?
Being or registering a pseudo UBO comes with specific implications. The individual listed may not receive any financial benefit from the business. Their inclusion is purely administrative for compliance purposes. Nevertheless, banks, notaries, and regulators may still request information or conduct due diligence on them.
*Under Dutch and EU regulations, if no one owns more than 25% of shares or exercises equivalent control, the company must register its senior management as pseudo UBOs. These could include managing directors or board members.
Staying Compliant with Dutch UBO Rules
If your business doesn’t have a qualifying UBO, you are still legally required to register pseudo UBOs. Failing to do so could result in administrative delays or legal complications.
We support clients with Corporate Secretarial Services to ensure their company setup and compliance obligations are fully met. We help you determine who must be listed in the UBO register, prepare the required documentation, and ensure your filings meet all Dutch legal standards.
Need Help Registering a UBO or Pseudo UBO? Let PrimeBridge Global assist you with your company’s Corporate Secretarial and Compliance needs.