Who are the UBOs in your organisation?

Any one person who possesses over 25% of the shares in your company is a UBO. Make a note of the percentage of shares in the UBOs’ possession:

• over 25%, and less than or equal to 50%
• over 50%, and less than or equal to 75%
• over 75%, and less than or equal to 100%

Persons who have over 25% of the voting rights in the organisation can be designated UBOs. Voting rights are usually linked to shares, but this is not always the case. The articles of association may contain provisions about voting rights, for example that a certain share gets more than 1 vote. Make a note of the percentage of the UBOs’ voting rights:

• over 25%, and less than or equal to 50%
• over 50%, and less than or equal to 75%
• over 75%, and less than or equal to 100%

Persons who have over 25% of the economic interest in the organisation can be designated UBOs. Make a note of the percentage of economic interest of the UBOs’:

• over 25%, and less than or equal to 50%
• over 50%, and less than or equal to 75%
• over 75%, and less than or equal to 100%

Example

A company has 1 shareholder. The shares are certified. There are 2 certificate bearers with 50% of the shares. Both certificate bearers (indirect shareholders) are UBOs in this example, as the certificates grant them the economic interest.

Are there individuals who have effective control, based on other circumstances than voting rights? Then you may designate these persons as UBOs.

Those individuals must be able to independently make important decisions in the organisation. This must be clear from the documents you attach to your UBO statement. Such a document is, for example, a board report or part of the articles of association.

Example of effective control

A company has 10 shareholders. None of these shareholders owns more than 25% of the shares, and none of them has a different stake in the organisation. There is only 1 shareholder, R, who attends the shareholders’ meetings, takes decisions, and effectively has control. Shareholder R is a UBO in this example.

These persons rank as executive officers, and as such can be called the UBOs of the bv, nv, SE, or SCE. They are registered in the Business Register as statutory directors. You do not register them on the basis of having a stake in the organisation, but because they have the function of director.

Then choose the first interest that applies from the list on this page.

The examples below can help you determine who the UBOs are if the shares of your private limited company (bv) are managed by a Trust Office Foundation (Stichting administratiekantoor, STAK, in Dutch).

Example 1

Company A is a private limited company (bv) and has one director, Mr X. The shares of company A are administered by STAK B. A STAK cannot be a UBO, because UBOs are always people. So company A has no UBOs on the basis of share ownership.

The voting rights and the management of the depositary receipts lie with STAK B. According to the articles of association of STAK B, there are 3 holders of voting rights with more than 25% voting rights: Mr X (33%), Mrs Y (33%) and Mrs Z (33%).

In this example, the voting right holders of STAK B are the UBOs of company A and STAK B, based on voting rights.

Example 2

All shares of company X (bv) are managed by STAK Y. A STAK cannot be a UBO, because UBOs are always people. Therefore, company X has no UBOs on the basis of share ownership.

The voting rights and the management of the depositary receipts lie with STAK Y. The articles of association of STAK Y stipulate that the voting rights are divided among 5 persons, who all have 20% voting rights. They are not UBO on the basis of voting rights, because they are not entitled to more than 25% voting rights. The articles of association of the STAK also provide that the profit is distributed among 3 depositary receipt holders. All 3 of them therefore receive more than 25% of the profit share of the bv.

In this example, all 3 depositary receipt holders are the UBOs of company X and STAK Y, based on economic interest.