Are you in the process of applying for a business bank account with GoDutch? If so, you will almost always be asked 'who are the UBOs of your organisation?' But what exactly is a UBO, and when do you qualify as one?
Below, we explain this step by step, without complicated legal jargon.
What does UBO mean?
UBO stands for Ultimate Beneficial Owner, the person, or persons who ultimately own or control a company. This control can be exercised through ownership, voting rights, or actual decision-making power.
In short:
a UBO is the person who is really in control, even if this is not always immediately visible on paper.
An organisation can have one UBO, but it can also have multiple UBOs.
When are you considered a UBO?
There are three common situations in which someone is classified as a UBO.
1. You own more than 25 percent of a private limited company (BV)
You are a UBO if you directly or indirectly own more than 25 percent of a BV. This interest may consist of:
shares
voting rights
economic ownership, for example entitlement to profits
For example, if you own a holding company that holds more than 25 percent of the shares in an operating company, you are the UBO behind that holding. This is referred to as an indirect UBO.
If you personally hold more than 25 percent of the shares and this is recorded in the shareholders’ register, you are a direct UBO.
2. You have actual control or decisive influence
Even without a large shareholding, you can still be considered a UBO if you exercise actual control over the company.
This includes situations where:
you have the authority to appoint or dismiss directors
hold decisive voting rights
determine the strategic direction of the company.
If you have such powers, you are regarded as an ultimate beneficial owner.
If you are a director, you should be listed on the form as legal representative.
If you exercise control in another way, you should select exercise of control.
3. No clear owner? Then the directors are UBOs
Sometimes there is no individual with more than 25 percent ownership or decisive control, for example when five shareholders each hold 20 percent. In that case, all directors are designated as UBOs. These are known as pseudo UBOs, and they must all be registered.
In this situation, you should select 'legal representative' on the form.
How important is correct UBO registration when opening a business account?
Every organisation is legally required to register its UBOs with the Dutch Chamber of Commerce, the KvK. Banks verify this registration when opening a business bank account.
If the registration is incorrect or incomplete, this may cause delays in the application process.
Which documents can you provide as proof of UBO registration?
At GoDutch, and other financial institutions, clear documentation is required. The most commonly accepted options are:
KvK UBO extract (the best option)
This document can be downloaded via the Dutch Chamber of Commerce. You can log in using DigiD. It is up-to-date, official, and directly accepted.
GoDutch UBO declaration
This is useful if the KvK UBO extract is not yet available. It can be found via www.godutch.com/ubo and is often used for new companies or international structures.
Need help?
Unsure who qualifies as the UBO or which documents are required? This is very common, especially with more complex structures. GoDutch is happy to help you quickly and personally. Call +31 20 808 8020 or email or chat [email protected].