The UBO (Ultimate Beneficial Owner) register names the individuals who hold more than 25% of your BV's shares or voting rights, or otherwise control it. The notary files it at incorporation, as part of the KVK registration; updates are due within 7 days of any change. Since the 22 November 2022 CJEU ruling, the register is no longer publicly searchable: access is restricted to competent authorities, AML-obliged parties, and parties with a legitimate interest.
What is a UBO?
A UBO is any natural person who, directly or indirectly, sits behind the legal entity. For a Dutch BV the statutory tests are deliberately broad. A person is a UBO if they hold more than 25% of the shares, hold more than 25% of the voting rights, or otherwise exercise effective control, for example through a shareholder agreement, golden share, or the practical ability to appoint and dismiss directors.
- Holds >25% of the shares, or
- Holds >25% of the voting rights, or
- Otherwise exercises effective control over the BV.
The point of the regime is to identify the real human being who ultimately benefits from or controls the company, behind any chain of corporate ownership. If no such person can be identified, because ownership is genuinely diffuse, the BV's statutory directors are registered as "pseudo-UBOs" instead (more on that below). There is always at least one UBO on file: the register is never simply left blank.
What gets disclosed
It helps to separate two things: the data the KVK holds about each UBO, and the narrower set of data that authorised parties can actually see. The disclosed fields are deliberately limited; the most sensitive identifiers are held but never shown.
| Visible to authorised parties | Held but not disclosed |
|---|---|
| Full name | Full date of birth |
| Month and year of birth | Place of birth |
| Nationality | Residential address |
| Country of residence | ID document number |
| Nature & extent of interest (in bands) |
The "nature and extent of the beneficial interest" is never published as an exact percentage. It is shown in 25% bands only: >25%, >50% or >75%. So an authorised viewer learns that you hold, say, more than half of the BV, but not whether that is 51% or 90%. Your full date of birth, place of birth, residential street address and passport number are all collected for verification but sit in the non-disclosed layer.
Filing timeline
The UBO filing is woven into the formation itself, not a separate later chore. There are three moments to keep in mind.
- At incorporation: the notary files the initial UBO data alongside the KVK registration when it executes your deed. We coordinate the paperwork behind this in every formation package, so there is nothing extra for you to file on day one.
- On any change: you have 7 days to update the register after a change in ownership or control. This is a short window and easy to miss, which is why it is worth treating any cap-table change as triggering a UBO check.
- Annual confirmation: there is no formal annual UBO confirmation requirement at present, but periodic accuracy checks are expected, and the data must always reflect reality.
Forming a BV with us? The notary files your UBO details as part of the KVK registration, and we coordinate the documents behind it. See how formation works →
Who can access it
This is the question most non-EU founders care about, and the honest answer changed materially in late 2022. Before then the Dutch UBO register was, in effect, publicly searchable. That ended with the 22 November 2022 CJEU ruling in joined cases C-37/20 and C-601/20, which found that unrestricted public access was a disproportionate interference with privacy rights under the EU Charter.
Since that ruling, access is limited to defined categories:
- Competent authorities, including FIU-NL (the financial-intelligence unit), the police, the Belastingdienst (tax authority), the AFM and DNB (the financial-markets and central-bank regulators).
- AML-obliged entities, such as notaries, banks, lawyers, accountants and real-estate agents, who may access it when carrying out their customer-due-diligence duties on you specifically. Check the KVK's current guidance for the detail.
- Parties demonstrating a legitimate interest, where Dutch and EU rules provide for this. The rules for this route are still being settled, so check the KVK's current guidance.
Who can no longer access it freely: the general public, and researchers or journalists who do not have a specific approved request. For a privacy-conscious founder this is a real improvement over the pre-November-2022 era, when anyone could look you up.
What "legitimate interest" means in practice
The legitimate-interest gateway is narrow by design. A party requesting access must demonstrate a concrete, lawful purpose tied to the aims of the anti-money-laundering regime, for example AML diligence on a specific transaction, or a journalistic investigation into a specific case of suspected money laundering or terrorist financing. Generic curiosity, competitive snooping, or harvesting data for marketing is no longer sufficient grounds, and such requests are refused.
Penalties for non-compliance
Keeping the register accurate is not optional. The sanctions sit across administrative, criminal and practical layers.
- Failure to register can attract a substantial administrative fine under the Wwft and the Handelsregisterwet.
- Material non-disclosure or false disclosure can give rise to criminal exposure, not just a fine.
- The KVK may block updates to your registration if the UBO data is stale, which can gum up unrelated filings. Check the KVK's current guidance for the detail.
- Banks may refuse or freeze accounts. A bank cannot complete its own AML duties if your UBO data is missing or wrong, so a stale register can quietly stall your banking.
Multiple UBOs and pseudo-UBOs
A BV can have more than one UBO. Two founders each holding 40%, for example, are both UBOs, and each person's data is collected and registered independently. There is no single "main" UBO; everyone over the 25% threshold goes on file.
Where no individual meets the 25% test, because ownership is genuinely diffuse, the regime does not leave the register empty. Instead the BV's directors are registered as pseudo-UBOs: they are recorded as UBOs by virtue of their senior management role rather than any ownership stake. This is common in widely-held BVs and in investment-fund structures. The pseudo-UBO route is a fallback for when a real owning individual cannot be identified, not a way to avoid naming one who can.
A foreign entity in the cap table
If your BV is owned by a foreign corporate entity, the UBO test "looks through" that entity. You cannot register the foreign company as the UBO: you must identify the ultimate natural person or persons who control it. Where that ownership chain runs through several layers or jurisdictions, you trace it to the top. Documents showing who ultimately owns the foreign entity (a structure chart down to the individuals, the company's registry extract and identity documents for every beneficial owner) form part of the documents we collect during formation. In some jurisdictions, for example China and Turkey, corporate documents may need certifying by a local notary with an apostille, so it is worth gathering them early if your structure is not a simple direct shareholding. This is one of the reasons our corporate shareholder package looks at identity documents for every beneficial owner, not just the immediate shareholder.
If a holding company sits above your BV, the UBO test looks through it in the same way. Read our holding-structure guide (general information) →
The privacy reality
Most non-EU founders considering the Netherlands ask about privacy first. The honest position after November 2022 is neither "fully private" nor "all public", and it is worth being precise:
- No longer publicly listed. The register is not searchable by the general public, which is a meaningful improvement.
- Still seen by many regulated parties. Your bank and your notary both see your UBO data as part of their own due diligence. It is restricted, not secret.
- Still not leak-proof. No register is immune to breaches; restricted access lowers exposure but does not eliminate it.
- Comparatively reasonable. Restricted access puts the Dutch register broadly in line with other EU registers after the ruling.
If absolute privacy is your single overriding requirement, no EU jurisdiction with a functioning AML regime will deliver it. The Netherlands sits in a sensible middle: a credible, restricted-access register, paired with the fintech and EMI accounts that non-resident founders commonly use in practice.
Updating UBO data
Because the 7-day window is tight, it is worth knowing exactly which events trigger an update. The common ones are:
- A new shareholder acquires more than 25%.
- An existing UBO's stake drops below 25%.
- A UBO changes their country of residence, legal name, or nationality.
- A pseudo-UBO (a director) changes, in a structure relying on the director fallback.
Keeping the register accurate within that window is the BV's own responsibility once it's trading. A change such as a share transfer or a change of director typically needs a notary, a KVK filing, or both, arranged through a Dutch notary at the time. We don't offer an ongoing UBO-update service ourselves; if you're forming a new BV with us, we coordinate the initial UBO filing as part of that process, and your client portal tracks the incorporation itself.
This guide is general information, not tax or legal advice. Rules and rates change; check the current position and get advice on your own situation before acting.