News

Registration of shareholders/beneficial owners

June 18, 2015
Paul Jongen, Höcker Advocaten, Netherlands

Hocker-logoIf you are the beneficial owner of an interest (or shareholding) of 25% or more in a legal entity, then that interest will soon have to be registered in a new public database. This database will be accessible to civil-law notaries, banks, investigative bodies and other parties that are able to demonstrate a “legitimate interest” in having access to it. The database is expected to be introduced in the Netherlands sometime in 2017. This development is the result of the European Parliament’s acceptance of the Fourth Anti-Money Laundering Directive. Beneficial owners of shares will have to be registered by name, month and year of birth, nationality and country of residence, along with the size of the shareholding. It will no longer be possible to use a trust office as a cover. Natural persons who are beneficial owners will have to be registered.

In the meantime, work is also being carried out in the Netherlands on the introduction of a central shareholders’  register on 1 January 2016. This register will not be accessible to the public. Inspection of it will be restricted to designated (public) services for purposes of control, supervision and government tasks (which will extend to civil-law notaries). The draft legislative proposal for the central shareholders’  register, which will be administered under the Chamber of Commerce’s Trade Register, is both more far-reaching and less all-encompassing than the database based on the directive. The fact is that the central shareholders’ register will be limited to shareholders, not the beneficial owners of shares, in private limited companies and non-listed public limited companies. On the other hand, there will be no threshold: all shareholders will have to be listed. Civil-law notaries will be required to make the entries in the register. Only changes that take place following the act’s entry into force will be registered. It will therefore take some time before the register provides a complete picture. Although the legislative proposal does not refer to the European directive, integration or coordination will be necessary.

About the author
Paul Jongen-2Paul Jongen is partner at Höcker Advocaten and member of the corporate law division. Mergers and acquisitions are the core of his practice. People in the business world can also enlist his services for questions about contracts, legal forms and all types of partnerships. Paul has extensive international experience in cross border transactions and worked as a lawyer in New York for two years. Paul advises on relations between directors, shareholders or partners and resolves conflicts, with or without recourse to the courts. He advises national and international clients, both large and small, many of them active in the manufacturing industry.