Disclosure of the shareholders and UBOs of a Dutch corporation

The 100% shareholder of a Dutch corporation 

From a legal perspective there is a requirement for disclosure and publication of the name of the shareholder of a Dutch corporation if it concerns a sole shareholder. Only 100% shareholders must be registered in the Trade Register of the Dutch Chamber of Commerce. The Trade Register is accessible by the public.

The incorporators of a Dutch corporation 

Although there is no direct disclosure requirements for minority shareholders, they can still be traceable in public records.

The Trade Register for instance provides the possibility to obtain the identity of the incorporators of a Dutch corporation, even if they are minority shareholders, through retrieving a copy of the articles of incorporation from the Chamber of Commerce. This may be one of the reasons to buy a shelf company instead of incorporating a new corporation when a structure is set up.

Shares in Dutch stock listed corporations  

For shares in listed companies special rules apply. In summary, if it concerns a stake of more than 5% in a listed company there is a legal disclosure (and publication) requirement of the name of the shareholder and its exact ownerships percentage.

Disclosure shareholders for Dutch tax purposes 

For Dutch tax purposes the identity of the direct shareholders of a Dutch corporation must be disclosed in the annual Dutch corporate income tax return or in any other tax procedure which relates to the shareholder of the Dutch corporation.

The information disclosed to the Dutch tax authorities is protected in the sense that they have a legal confidentiality obligation i.e. they are not permitted to provide this information to non authorized third parties. Exceptions to this rule are possible for instance if the information relates to criminal activity or if there is a legally founded ground for exchange of information with another state, either automatically, spontaneously or upon request. 

The Dutch tax authorities can always ask the Dutch corporation for disclosure of its ultimate beneficial owner(s). It is however the general opinion that there is no direct obligation for the Dutch corporation to provide this information, unless the Dutch tax inspector can prove the relevance of the identity of the UBO for the levy of Dutch taxes.

If a Dutch company applies for an advance tax ruling (ATR or APA) it is a formal requirement that the identity of the ultimate beneficial owner(s) is disclosed to the tax office in the ruling request.  

Disclosure UBOs of a Dutch entities in the UBO register 

Since 27 March 2022 qualifying ultimate beneficial owners (UBOs) of corporations, foundations and associations incorporate under Dutch law,  must be included in the UBO register. As from 1 November 2022, trusts and mutual funds must also register in a separate UBO register, which should have been done before February 1, 2023 at the latest.

Qualifying UBO's are the individuals who ultimately own or control an organization, which requires an indirect interest of 25% or more of the Dutch corporation. Individuals that hold a share interest and voting power of less than 25%, do as a general rule not have to be included in the UBO register. If a corporation does not have 25% +UBOs, for instance because it is listed a stock exchange, the board of directors must be registered as "pseudo-UBO's".

At its launch in 2022, certain data contained the UBO register (including the names of qualifying UBOs) was fully accessible by the public.  Following a ruling of the European Court of Justice on 22 November 2022 (joint cases C-37/20, and C-601/20), the UBO data are no longer public and it is no longer possible to request a Chamber of Commerce extract from the UBO register. 

Disclosure UBOs to the Dutch regulator 

There is an indirect disclosure requirement of UBOs based on the Dutch anti-money laundering and anti-terrorism laws. Basically all Dutch based service providers are legally obliged to establish and keep record of the identity of their clients, their shareholders and their ultimate beneficial owners. They must also obtain certain other information like registered address and source of wealth. Special rules apply to banks and trust companies.