In the latest draft legislation, a UBO is defined as "the individual who ultimately owns or controls a client." A client is defined as a company or other entity.
The persons who will qualify as a UBO has been further defined in subordinated legislation. In this legislation, the legislator has predefined a number of criteria for each type of entity in which an individual will always qualify as a UBO.
- If it concerns a BV or NV, each individual who has more than 25 percent (in) direct ownership or control over the entity qualifies as a UBO.
- If it concerns other legal entities (foundations, cooperatives, associations and mutual insurance societies), each individual who directly or indirectly has more than 25 percent of the votes in the decision-making process for amending the articles of association, or anyone who can exercise control over the legal person, will be qualified as a UBO. In addition, each individual who is entitled to more than 25 percent of the profit - or to the surplus on liquidation - will also be regarded as a UBO.
- If it concerns partnerships (limited partnership and general partnership), in principle each individual who (in)directly has an ownership interest of more than 25 per cent qualifies as a UBO. In addition, each individual who can exercise actual control over the partnership also qualifies as a UBO.
- If it concerns trusts - or similar constructions - the founder(s), trustee(s), protector(s) and beneficiaries are in principle regarded as a UBO.
If based on the foregoing someone qualifies as a UBO, this person needs to be registered in the UBO register. If based on the foregoing no person can be qualified as a UBO, the individual(s) who belong to the senior management will be qualified as a (pseudo) UBO. In that case, the pseudo UBO will be registered in the UBO register.