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. All shareholders, 100%, must be registered in the Trade Register of the Dutch Chamber of Commerce, which is accessible to the public.

The incorporators of a Dutch corporation 

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

The Trade Register makes it possible to obtain the identity of the incorporators of a Dutch corporation, even for minority shareholders, by retrieving a copy of the articles of incorporation from the Chamber of Commerce. This is one of the reasons for buying a shelf company instead of incorporating a new corporation when a structure is set up.

Shares in Dutch stock-listed corporations  

Special rules apply for shares in listed companies. 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 ownership percentage.

Disclosure of 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 any other tax procedure relating to the shareholders of the Dutch corporation.

The information disclosed to the Dutch tax authorities is protected, meaning they have a legal confidentiality obligation. In other words, providing this information to unauthorized third parties is not permitted. Exceptions to this rule are possible when the information relates to criminal activity or when there is a legal basis for exchanging it with another state, either automatically, spontaneously, or upon request. 

The Dutch tax authorities can always ask the Dutch corporation to disclose its ultimate beneficial owner(s). However, the general opinion is 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 orAPA) it is formally required to disclose the identity of the ultimate beneficial owner(s) to the tax office in the ruling request.  

Disclosure of UBOs of a Dutch entity in the UBO register 

Starting from March 27, 2022, qualifying ultimate beneficial owners (UBOs) of corporations, foundations, and associations incorporated under Dutch law must be included in the UBO register. From November 1, 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 UBOs are the individuals who ultimately own or control an organization, which requires an indirect interest of 25% or more of the Dutch corporation. Individuals with a shared interest and a voting power of less than 25% generally do not have to be included in the UBO register. If a corporation does not have 25% +UBOs, the board of directors must be registered as "pseudo-UBOs" because it is listed on a stock exchange.

At its launch in 2022, specific data in the UBO register (including the names of qualifying UBOs) was fully accessible to the public. Following a ruling of the European Court of Justice on November 22,  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 of UBOs to the Dutch regulator 

An indirect disclosure requirement of UBOs based on the Dutch anti-money laundering and anti-terrorism laws is in place. All Dutch-based service providers are legally obliged to establish and keep records that identify their clients, shareholders, and ultimate beneficial owners. They must also obtain other information, such as the registered address and source of wealth. Special rules apply to banks and trust companies.