On September 27th, 2020, the UBO register shall take effect. This is a register in which all ultimate beneficial owners (or “UBOs”) will be logged. You can compare the UBO register with the Chamber of Commerce register, with a similar possibility to download a UBO extract. This extract shows who the ultimate stakeholders/owners are behind your company. These are shareholders who own 25% or more of the shares. For you as an entrepreneur and for us as Firm24 this means that a number of things will change in our services. Below we answer some frequently asked questions.

We distinguish 6 situations:

  1. Incorporation of a new BV as a natural person;
  2. Incorporation of a new BV with an existing holding company;
  3. Incorporation of a new BV with several existing holding companies;
  4. Incorporation of a new BV with a foreign entity as a shareholder;
  5. Modification of an existing BV;
  6. You have an existing BV.

Situation 1: Incorporation of a new BV as a natural person

If you set up a new company, the notary is legally obliged to log your new company in the UBO register. This is similar to the registration that takes place in the Chamber of Commerce register. During the incorporation process, the notary will therefore ask you to sign a UBO registration form, in addition to the power of attorney and personal data card.

The notary must log your new company in the UBO register as part of the registration procedure with the Chamber of Commerce. You will therefore only receive a Chamber of Commerce number if you are logged in the UBO register. The Chamber of Commerce has already warned for delays in registering a new company, as they expect that the UBO registration procedure will not be completely flawless yet. It is therefore possible that it will take longer for the new BV to be registered and for you to receive a Chamber of Commerce number.

Situation 2: Incorporation of a new BV with an existing holding company

The notary is already obliged to perform due diligence on an existing BV that’s being used as a holding company to a new subsidiary. The following information is required for due diligence:

  • The deed of incorporation, unless the BV has been incorporated at Firm24;
  • A UBO declaration, which you will receive from us upon completion of the application.

When you start the incorporation of a new BV, as sole shareholder of an existing BV, the due diligence required will remain the same. The notary will ask you to sign a UBO registration form so that your new company will be logged in the UBO register. Here as well, you will only receive a Chamber of Commerce number if you are logged in the UBO register.

Situation 3: Incorporation of a new BV with several existing holding companies

If you incorporate a BV with several existing holding companies or several holding companies with multiple shareholders, the UBO due diligence by the notary will be slightly different. In addition to the deeds of incorporation of all existing holding companies, we will also ask you to provide a copy of the shareholders' registers. This will enable the notary to ascertain whether changes have occurred in the ownership of the company. You can simply make a scan of the shareholders' register for this purpose.

In this situation the notary will also ask you to sign a UBO registration form so that your new company can be logged in the UBO register. Again, you will only receive a Chamber of Commerce number if you are successfully logged in the UBO register.

If you incorporate a BV with several existing holding companies, we will need the following documentation:

  • The deeds of incorporation, unless the BV has been incorporated at Firm24;
  • A copy of the of the shareholders’ register;
  • A UBO declaration, which you will receive from us upon completion of the application.

Situation 4: Incorporation of a new BV with a foreign entity as a shareholder

If you incorporate a new BV with a foreign entity as a shareholder, for example a Ltd or a GmbH, the UBO of the foreign entity will not have to be logged in the Dutch UBO register. The UBO(s) of such a foreign entity will have to be registered in the country of incorporation of the foreign entity.

Situation 5: Modification of an existing BV (e.g. a share transfer)

If you come back to the notary later on to amend the articles of association or to transfer shares, the UBO register of your company needs to be checked again and, if necessary, updated. This is required from the notary by law.

For an amendment of the articles of association or a share transfer, the notary will ask for the deed of incorporation and proof of identity of the shareholders as well as the shareholders' register. The notary must also process any share transfer or amendment of the articles of association in the shareholders' register.

Changing shareholdership can, of course, have consequences for your company. This means the notary will have to amend your company's information in the UBO register.

In short, you will need the following documents to amend your company:

  • The deeds of incorporation, unless the BV has been incorporated at Firm24;
  • A copy of the of the shareholders’ register;
  • A UBO declaration, which you will receive from us upon completion of the application.

Situation 6: You have an existing BV

If you have an existing company, the Chamber of Commerce will soon send you a letter in which you, as an entrepreneur, will be instructed to log your existing company in the UBO register. The letter will explain exactly how to register the company. This can be done online via the Chamber of Commerce, or via the notary. The way in which this will work out exactly is to be announced. This article will then be updated. Attention! You must log your company in the UBO register before 27 March 2022!

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