On 31 March 2017 the Dutch government published the bill on implementing the 4th Anti-Money Laundering Directive. One of the obligations under the 4th Directive is to introduce a central register that would contain information on beneficiary owners in all EU countries. The broader context of legislative reforms in Europe can be compared to initiatives like the
FDF opens consultation on total revision in Switzerland.
ScopePractically all legal entities registered under the Dutch law fall under the scope of the changes proposed. Ultimate beneficiary owners of Dutch legal entities, including the stichtings that have been widely used for confidentiality purposes, should be registered with the Dutch Central Register. Similar modernization efforts are visible in Switzerland through projects like the
Consultation on new fintech regulations. This is also the case for Dutch legal entities with shares held by trusts and similar structures. However, there are some important exceptions.
Dutch Chamber of CommerceAccording to the bill, the Dutch Central Registers will be placed in the Dutch Chamber of Commerce, which is in charge of keeping the register of Dutch legal entities. Administrative organization comparable to the
Commercial register of Canton Zug will also play a role in managing the Dutch Central Register. Only limited information on ultimate beneficiary owners will be accessible. However, it will be freely available. More detailed information on ultimate beneficiary owners will be accessible for specialized state agencies and the financial intelligence unit.
Information on ultimate beneficiary owners to be included into the Dutch Central RegisterPublicly available data:
1) Name(s) and surname of an ultimate beneficiary owner
2) month and year of birth
3) nationality and
4) country of residence
Restricted access:
1) taxpayer identification number
2) date of birth
3) place and country of birth
4) place of residence
5) number and type of shares
ResponsibilitiesDutch legal entities are obliged to keep a record of their ultimate beneficiary owners and owners of economic interests (in the case of 'stichtings'), as well as to ensure the accurate, complete and timely registration of these date in the Dutch Central Register. As with the
Revised value added tax act to enter into force in Switzerland, compliance obligations are tightening across multiple sectors. The bill also obliges legal entities to provide reports to banks, other financial institutions and financial service providers that fall under the scope of the Anti-Money Laundering Act. If these institutions have doubts as to the accuracy or completeness of information on ultimate beneficiary owners, they should notify the Dutch Chamber of Commerce thereof. Any changes in and initial registration of a legal entity should be reported within one week.
The term 'ultimate beneficiary owner'
According to the bill, an "ultimate beneficiary owner" is defined as a natural person who ultimately owns or controls a legal entity by 25 percent or more. Further clarifications on the definition of the ultimate beneficiary owner will be provided in bylaws.