On 14 April 2022, the Dutch Minister of Finance (the Minister) sent a letter to the Dutch Parliament (Tweede Kamer) in which it is announced that the enforcement of the statutory obligation to register ultimate beneficial owners (UBOs) in the Dutch UBO register will commence. The Dutch UBO register for most types of Dutch legal structures entered into force on 27 September 2020. Legal structures that already existed at this date were able to make use of a transition period of 18 months before having to register their UBOs. This transition period ended on 27 March 2022.

The Minister notes that, although there is a statutory obligation to do so, the majority of organisations did not register their UBO(s) before 27 March 2022. The Minister now calls on organisations to comply with this obligation as soon as possible. In view of the fact that organisations have been given a lengthy transition period, enforcement actions will be taken.

Failure to register the UBO(s) constitutes a violation of the Trade Register Act (Handelsregisterwet) and as a result is considered an economic offence under the Economic Offences Act (Wet op de Economische Delicten). Various sanctions can be imposed in relation to such offences, such as an administrative fine (bestuurlijke boete), an order subject to a penalty (last onder dwangsom) or a criminal penalty. The Minister notes that, before a sanction is imposed, organisations will first receive a final warning by letter. This warning includes a deadline for the organisation to complete the registration.

Given the limited capacity of the Economic Enforcement Agency (Bureau Economische Handhaving), which is responsible for the enforcement of the UBO registration obligation, enforcement actions will be risk-based. This means that priority is given to companies with a high risk of potential money laundering or terrorism financing.

In addition to the obligation to register UBOs, institutions (instellingen) within the meaning of the Act on the prevention of money laundering (Wet ter voorkoming van witwassen en terrorisme financiering, Wwft) also have an obligation to report back any inconsistencies between the UBO information they obtained from their client and the UBO information included in the UBO register of the Dutch Chamber of Commerce (Kamer van Koophandel). Given the current processing time at and increased workload of the Dutch Chamber of Commerce, it may occur that an organisation has already submitted its UBO registration, but that this has not yet been processed in the UBO register. In that case, the institution is not able to verify the UBO information it obtained from its clients, as the UBO register does not show information (yet). The Minister notes that in that case, it is sufficient for an institution to establish that the registration was timely submitted by the organisation based on the confirmation e-mail from the Dutch Chamber of Commerce. The organisation should inform the institution once the registration has been completed. This approach will at least be taken until 1 September 2022 and may be extended if the processing times at the Dutch Chamber of Commerce do not improve. The Minister also states that if an institution finds that an organisation did not register its UBO(s) at all, the institution does not have to report this back to the Dutch Chamber of Commerce.