On June 8th, 2024, the National Decree related to the registration of the Ultimate Beneficial Owner (“UBO”), known in Dutch as "Landsbesluit UBO-registratie," entered into force.
Share this article
Share this article
On June 8th, 2024, the National Decree related to the registration of the Ultimate Beneficial Owner (“UBO”), known in Dutch as “Landsbesluit UBO-registratie,” entered into force.
The board of an entity is required to register the UBO’s of the entity in the UBO register. The board may authorize someone other than the director of the entity to register the UBO declaration on behalf of the entity. For a newly established entity, the registration in the UBO register must take place within two weeks after the establishment of the entity. If, with regard to a legal entity, a deed and articles of association or an amendment thereof, as well as if a deed with regard to a trust or similar legal structure, has been executed before a notary, the notary is obliged to make the prescribed declaration to the UBO register within two weeks after the execution of the deed. Entities already registered in the trade register have a period of twelve months after the establishment of the UBO register to provide the required information. If there is a change in the data and documents, the board of the relevant entity must notify CCCI of this change within two weeks of the date of the change for registration in the UBO register.
In this phase, registrations will be possible using a declaration form via CCCI. It is expected that in the future this can also be completed and submitted electronically. CCCI should ensure that the authenticity and security of the data included in the UBO register are guaranteed. If the Secretary is of the opinion that the registration is incorrect, the Secretary will advise the board of the entity, or the submitter, to amend or withdraw the registration. The registration will then be made available again to the board of the entity, with instructions deemed useful for the UBO register. In such cases, the Secretary will request the entity to submit a new declaration within two weeks. If it appears from the new declaration that the given instructions have not been followed or the declaration has not been corrected in time, the Secretary will report this to the competent authorities that have access to the UBO register. The competent authorities are the Public Prosecutor’s Office, the Central Bank of Curaçao and Sint Maarten, the Financial Intelligence Unit Curaçao, analysis and supervision departments, the Curaçao Gaming Control Board Foundation, and the Inspectorate of Taxes, when these authorities act within the framework of their legal tasks or powers.
Furthermore, it is possible for anyone to obtain certainty whether their personal data is registered in the UBO register or has been registered in the past ten years. CCCI provides this information to the requester. Even if no personal data is stored in the UBO register, CCCI will inform the requester of this. The data and documents will be maintained for up to ten years after the entity is deregistered from CCCI. However, the data and documents, including any changes, regarding a UBO of an entity may be viewed for up to ten years after the natural person is no longer an UBO.
CCCI, as well as a competent authority, may report incorrect or incomplete recording to the Inspectorate of Taxes. The Inspectorate of Taxes is then authorized to take appropriate measures. A fine of up to NAf 25,000 can be imposed. Furthermore, anyone who is obliged to record and report the UBO’s according to the General National Tax Ordinance to an entity designated by national decree, in this case CCCI, and fails to do so, or does not do so in accordance with the requirements, may be punished with imprisonment.
Definition of an Ultimate Beneficial Owner
The aforementioned National Decree refers to the General National Tax Ordinance for the definition of an UBO. According to the General National Tax Ordinance an UBO can be defined as follows:
General
a. The person who directly or indirectly owns 25% or more of a body’s ownership or voting rights.
b. If no person meets condition a, or if there is doubt, the person for whose account the transaction is made.
c. If no person meets condition a or b, or if there is doubt, the persons in senior management who can make decisions, or else the board members.
Private limited companies and public limited companies
a. Persons who own 25% or more of the shares, voting rights, or ownership interests.
b. If no person meets condition a, or if there is doubt, the persons in senior management, or else the board members.
The above applies similarly to other legal entities similar to a private limited company or public limited company, or entities established under foreign law that are comparable to these legal forms.
Partnerships
a. Persons who own 25% or more of the profits or votes, or have control over the partnership.
b. If no person meets condition a, or if there is doubt, the persons in senior management, or else the board members.
The above applies similarly to mutual insurance companies, cooperatives, shipping companies, limited partnerships, public limited partnerships, public partnerships, silent partnerships, collective investment schemes, or entities established under foreign law that are comparable to these legal forms, as well as other legal entities similar to a partnership.
Associations
a. Persons who own 25% or more of the votes or have control over the association.
b. If no person meets condition a, or if there is doubt, the persons in senior management, or else the board members.
The above applies similarly to other legal entities similar to an association or bodies established under foreign law that are comparable to this legal form.
Foundations
a. The founders;
b. The directors;
c. The beneficiaries, or the group of persons for whose benefit the foundation is established, or
d. Persons who have ultimate control over the foundation.
The above applies similarly to private foundation funds, church congregations, other legal entities similar to a foundation, as well as bodies established under foreign law that are comparable to this legal form.
Trusts
a. The founders;
b. The trustees;
c. The protectors (if applicable);
d. The beneficiaries, or the group of persons for whose benefit the trust is established;
e. Persons who have ultimate control over the trust.
The above applies similarly to other legal constructions similar to a trust, as well as constructions established under foreign law that are comparable to a trust.
Entities that are required to report
The following entities are required to provide information about the UBO:
• The foundation, the private foundation, the association, the cooperative, the mutual insurance company, the public limited company, and the private limited company;
• A company structured as a partnership agreement for joint account of two or more persons, the partners, which cooperation is aimed at achieving financial benefits for all partners through contributions from each of the partners;
• Trust, or
• Similar legal structure or a foreign entity comparable to one of the aforementioned legal forms.
Contact
Our team of experienced tax practitioners can help you navigate the implications of this National Decree. We can assist you in determining whether there is a reporting obligation, and in compiling all the necessary information and documents for this purpose.
If you have any questions regarding this announcement, please feel free to contact us. Our team would be delighted to help you with any inquiries you may have.
Key Contact
Vivian Pieters