What is the legal basis of the Transparency Register in the respective Member State?

At present, there is only a draft law to implement the Directive by amending:

  • the Trade Register Act 2007 (Handelsregisterwet 2007);
  • the Money Laundering and Terrorist Financing Prevention Act (Wet ter voorkoming van witwassen en financiering van terrorisme);
  • the Economic Offences Act (Wet op de econmische delicten).

Is there an obligation of a UBO or shareholder to proactively provide information on the UBO to the legal entity?

According to the draft law, yes.

Is there an obligation of a legal entity to actively inquire with its shareholders/partners on the identity of the UBO(s)?

According to the draft law, yes.

Who is required to make filings with the Transparency Register, the legal entity or the UBO?

The legal entity.

Are there exemptions to the filing obligation?

According to the draft law, exemptions are available for:

  • foreign legal entities with headquarters or a branch in the Netherlands;
  • associations for owners of apartments;
  • legal entities governed by public law, i.e. governmental organizations;
  • church organisations.

What is the due date for the initial filing with the Transparency Register?

Unknown at this stage.

What are the sanctions in case of a breach of the transparency obligation?

Pursuant to the Trade Register Act 2007 (Handelsregisterwet 2007), acting in violation of or not complying with the obligation pursuant to this law to make a registration in the Dutch Trade Register is prohibited. This prohibition also relates to the registration of UBO information. Acting in violation of this prohibition is an economic offence within the meaning of the Economic Offences Act (Wet op de econmische delicten), punishable by detention of up to six months, community service or a fine of the fourth category (in 2018 being EUR 20,500).

Is the Transparency Register established as a separate register or part of an existing register?

According to the draft law:

  • information on UBOs is to be registered with the trade register of the Dutch Chamber of Commerce;
  • filing can be done either electronically on the website of the Dutch Chamber of Commerce or in paper form.