On 23 June, 2020 the Parliament of the Netherlands has adopted a Law №35179 by which the centralized beneficial ownership register is established as required by EU Directive ЕС 2015/849. Some data from the register will be available to the public.
The duty to execute and to file beneficial ownership registers with the Trade Register falls on Dutch companies of different legal forms (including non-listed public companies, cooperatives, partnerships and foundations).
However, the Law №35179 does not regulate Dutch trusts, for which the separate legal act is being designed, as well as it does not apply to listed public companies.
Beneficial owners of Dutch companies are individuals who directly or indirectly own more than 25% of interest, shares or voting rights of a company, or otherwise exercise the control over a company. If such individuals are not identified by a company, or it is reasonable to concern that they do not meet the abovementioned criteria, then the members of the Board of Directors are considered to be beneficial owners of a company.
The details of beneficial owners which are to be entered into the registers may be divided into 2 groups based on the regime of access to it:
By default, only Dutch competent authorities, law enforcement agencies and courts may have an access to confidential details of beneficial owners. The details available to the public may be accessible to any third party after its registration on the website and payment of a fixed fee (the amount of such is not specified still). Besides this, it is possible that beneficial owner will be able to view the amount of requests for his/her details made through centralized database and categories of requesting parties (competent authorities, banks, notaries, etc.).
The details are to be kept in centralized database for 10 years after the date of liquidation of an entity. The access to them may be restricted upon request of beneficial owner if he/her is minor or otherwise lacks legal capacity, or it is reasonable to concern that there is a risk that beneficial owner will be a victim of a crime.
Law №35179 enters into force on 1 July 2020, so that legal entities will be obliged to execute and file the registers with accurate and actual information not later than at 31 December 2021. Failure to carry out this duty may cause sanctions up to criminal liability (if committed deliberately, the crime is punishable by imprisonment for a term not exceeding 2 years) or administrative fines. The amounts of such fines are not established by the Law №35179, as the persons on whom it may be imposed (beneficial owners, legal entities or their directors) are not specified.