The UBO declaration: This is what you need to know

The UBO (Ultimate Beneficial Owner) is the person who ultimately owns or controls a private limited company (BV) — for example, through 25% or more shares, 25% or more voting rights, or de facto control. Mandatory since 2020: registration in the UBO register at the Chamber of Commerce (KvK). Non-compliance: administrative fine of up to €22,500. Since 2022, the UBO register has been partially publicly accessible (following a court case) for “a legitimate interest”. Below: who is a UBO, how do you register, and what happens if no one exceeds 25%?

The short answer

• UBO: natural person with 25% or more shares, 25% or more voting rights, or actual control.
• Registration requirement: in the UBO register at the Chamber of Commerce (since September 2020).
• Mandatory for: BV, NV, foundation, association, fund, cooperative.
• Fine: up to €22,500 for failure to register or incorrect registration.
• No one above 25%: then a so-called “pseudo-UBO” — director registered as UBO.

Who is the UBO?

UBO = natural person (not a legal entity) who:

• 25% or more of the shares directly or indirectly .
• 25% or more voting rights directly or indirectly .
• actual control through other means (power of attorney, contract).

For foundations: directors + beneficiaries above 25%.

Indirectly via holding company: pass on to the natural person. E.g. Karim holds 100% of holding company → holding company holds 100% of operating company → Karim is UBO of both.

Pseudo-UBO if no more than 25%

If no one exceeds 25% (e.g., 5 shareholders each 20%): not every shareholder is a UBO. In that case, the directors are designated as “pseudo-UBOs” — without actual owner status.

For foundations without beneficiaries exceeding 25%: all directors become pseudo-UBOs.

Registration obligation and deadlines

• Upon incorporation of a new BV: immediate UBO registration upon Chamber of Commerce registration.
• Existing BVs: registration was required before March 27, 2022.
• Changes: report to the Chamber of Commerce within 1 week.
• Documentation: copy of UBO identity document + proof of ownership.

What is registered?

Per UBO in the register:

• Name, date of birth, country of birth.
• Nationality.
• Nature and extent of the interest (% shares).
• Date of becoming a UBO.
• Supporting documents (internal at the Chamber of Commerce).

Partially publicly accessible to those who demonstrate a “legitimate interest” (journalists, NGOs, banks for customer due diligence).

Wwft and UBO

The UBO registration is linked to the Wwft (Anti-Money Laundering and Counter-Terrorism Financing Act):

• Banks require proof of UBO upon opening an account.
• Notaries verify the UBO for every transaction.
• Accountants and legal experts report unusual transactions via UBO.

For SME BVs: doing business becomes difficult without correct UBO registration.

Sanctions

• Failure to register or late registration: administrative fine up to €22,500.
• Incorrect information: criminal sanction possible.
• Money laundering investigation: automatically increased risk profile for AML institutions in the absence of a UBO.

Privacy aspect

In 2022, the EU Court of Justice ruled that unrestricted access to the UBO register violated privacy. Since then, the Netherlands has partially closed the register — accessible only to those who demonstrate a legitimate interest. Fully public access is restricted.

Honest recommendation

For every BV director: ensure that UBO registration is up to date. Changes (transfer of shares, new shareholder exceeding 25%): report within a week. In case of doubt regarding UBO status (complex holding structure, international aspects): consult a notary or compliance lawyer (€250-€1,500). This prevents fines and ensures smooth relationships with banks and notaries.

For other topics: what is a BV, privacy statement and data breach.

Frequently Asked Questions