What is a UBO? Beneficial ownership under Dutch law

By Mitchell Zandwijken · 4 September 2026 · UBO, beneficial ownership

A UBO — an ultimate beneficial owner, in Dutch the uiteindelijk belanghebbende — is the natural person who ultimately owns an organisation or exercises control over it. Dutch anti-money laundering law obliges institutions to establish and verify who that person is before entering into a business relationship. An interest of more than 25 per cent serves as an indication, but the real question is who actually holds the levers, and that is not always the same person. For institutions operating in the Netherlands from abroad, the definition will be familiar; the standard of evidence Dutch supervisors expect behind it is often not.

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What a UBO is, precisely

The Wwft — the Wet ter voorkoming van witwassen en financieren van terrorisme, the Dutch act implementing the EU anti-money laundering directives — describes the UBO as the natural person who is the ultimate owner of, or exercises control over, a client. Two things are buried in that sentence, and both are where files go wrong in practice.

First: a UBO is always a human being. Never a private limited company, a holding entity, a foundation or a trust. If your file records a legal entity as the UBO, the work is simply not finished. You have to look through the structure until you reach a natural person, however many layers sit in between and however many of those layers are incorporated outside the Netherlands.

Second: ownership and control are two separate routes. They are independent grounds for UBO status. Someone who holds no shares at all can still be a UBO because they in fact determine what happens. An institution that only reads the shareholder register will miss this category systematically, and supervisors know to look for exactly that gap.

If you are entering the Dutch market from another jurisdiction, note that the concept is the familiar EU one — it is the evidential expectations around it, not the definition, that tend to surprise foreign compliance teams.

Why 25 per cent is an indication, not a rule

The frequently cited threshold of more than 25 per cent of the shares, the voting rights or the ownership interest is an indication that someone is a UBO. Dutch supervisors do not read that threshold as a calculation you can finish and file away. It is the starting point of the analysis, not its conclusion.

The practical rule: your file should not show that you found a percentage. It should show that you asked the question "who decides what happens here" and answered it.

Where the UBO sits, by legal form

Dutch corporate law uses forms that do not map one-to-one onto their foreign equivalents, so it is worth being explicit about where to look. A BV is a private limited company, an NV a public limited company, a stichting a foundation, and the maatschap, VOF and CV are the professional partnership, the general partnership and the limited partnership respectively.

The fallback UBO, and when you may use it

Sometimes, after a complete investigation, there is no natural person who meets the criteria. Think of a foundation with no dominant beneficiary, or a company with a highly dispersed shareholder base. In that case the statutory directors or senior managing officials are designated as UBO. Dutch practice calls this the pseudo-UBO; the same construct appears in other member states as the senior managing official.

Two conditions attach to it, and both are routinely missed:

• It is a last resort, not a shortcut. You may only fall back on the pseudo-UBO after you have demonstrably tried to find a substantive one. An empty search field is not an investigation.
• The reasoning goes in the file. Recording which steps you took and why they produced nothing matters as much as the name you eventually enter.

A common error: using the pseudo-UBO because the client will not explain the structure. That is not a reason to fall back. It is a signal calling for enhanced due diligence, and sometimes for ending the relationship.

Identifying and verifying a UBO in practice

Identification and verification are two distinct steps. Identification establishes who the person is; verification tests that against reliable, independent sources. In practice this runs in three layers.

Where the risk is high, this is joined by an investigation into the source of wealth and source of funds, and by senior management approval before the relationship is entered into. See our step-by-step guide to customer due diligence for how this fits into the wider CDD sequence.

The failures that Dutch supervisors keep finding in UBO files are consistent enough to be worth listing:

1. A legal entity recorded as the UBO. The investigation is then simply not finished.
2. Working from percentages alone. Control without shareholding is missed structurally.
3. A pseudo-UBO with no supporting reasoning. A name entered, the investigation not recorded.
4. Verification based on the client. An organisation chart supplied by the client is a statement, not an independent source.
5. Never refreshed. Structures change; a file from 2019 rarely still describes today's reality.

The Dutch UBO register, and why you cannot lean on it

The Netherlands maintains a UBO register at the Kamer van Koophandel (KVK), the Dutch Chamber of Commerce, which operates the national trade register in which every company must be enrolled. Entities registered there file their UBOs with the KVK. That register is an aid, not evidence. The data comes from what the entity itself declares, and the KVK does not investigate it substantively.

In practical terms this means three things. You remain responsible for identification and verification yourself. You may not put a register extract in the file as a substitute for your own investigation. And if you find a difference between the register and your own findings, that carries an obligation to report the discrepancy back to the register — and the difference is itself a risk signal that deserves attention rather than a clerical correction.

Foreign institutions should also be aware that access to the Dutch register is restricted rather than open to the general public following the Court of Justice ruling on public access; obliged entities have access for the purpose of customer due diligence. Plan for the fact that you may need to look up a foreign layer in a register with different access rules, different data quality and a different language.

What changes on 10 July 2027

The EU Anti-Money Laundering Regulation (AMLR, Regulation (EU) 2024/1624) applies directly from 10 July 2027. Because it is a regulation rather than a directive, it applies of its own force in every member state, which reduces the divergence between national UBO regimes that multinational institutions currently have to reconcile.

The AMLR makes the UBO rules considerably more detailed: tighter descriptions of what counts as control, more extensive record-keeping requirements, and greater attention to layered and cross-border structures. Institutions that put their UBO files in order now will have less to repair later, because remediating a legacy portfolio against a stricter standard is markedly more expensive than applying that standard to new onboarding.

Read our timeline of the EU AML package for what falls due when, or consider an AMLR gap analysis to see where your current UBO methodology falls short of the 2027 standard.

Frequently asked questions

What is a UBO?

A UBO (ultimate beneficial owner) is the natural person who ultimately owns an organisation or exercises control over it. In the Netherlands an interest of more than 25 per cent of the shares, the voting rights or the ownership interest serves as an indication, as does de facto control exercised in another way. A UBO is always a human being, never a company, a foundation or any other legal entity.

When does someone become a UBO at more than 25 per cent?

The 25 per cent threshold is an indication, not an absolute rule. Someone holding 30 per cent of the shares is almost certainly a UBO. But someone holding 10 per cent can equally be a UBO where a voting agreement, a special share or a de facto position of power gives that person the casting say. Conversely, 26 per cent without any control does not automatically lead to UBO status. The reasoning behind your conclusion matters more than the percentage.

What is a pseudo-UBO?

A pseudo-UBO is the fallback where, after a complete investigation, no genuine UBO can be identified, for example in a widely dispersed shareholder base or a foundation with no dominant beneficiary. The statutory directors or senior managing officials are then designated as UBO. Importantly, this is only permitted after demonstrable investigation, and you must record why no substantive UBO could be found.

Can I rely on the KVK UBO register?

Not as your only source. The register held by the Kamer van Koophandel, the Dutch Chamber of Commerce, is an aid rather than evidence, because the data comes from what the entity itself declares. You remain responsible for identifying and verifying the UBO, and for reporting a discrepancy back to the register where you find a difference between the register and your own findings.

How do I verify a UBO in practice?

Usually in three layers: request the structure from the client in the form of an organisation chart and shareholder register, test that against independent sources such as a KVK extract, foreign registers, annual accounts and notarial deeds, and then establish the identity of the natural person you have found using an identity document. Complex or foreign structures add an investigation into the source of wealth.

Which UBO details must I record?

At a minimum the identity of the UBO and how you established and verified it, the nature and size of the economic interest, and, for a pseudo-UBO, the reasoning why no substantive UBO could be established. Under the EU Anti-Money Laundering Regulation that applies from 10 July 2027, those record-keeping requirements become considerably more detailed.

Does a foreign parent company change how I find the UBO?

No, the obligation is the same: you look through every layer until you reach a natural person, regardless of where those layers are incorporated. What changes is the practical work, because you may need extracts from foreign registers with different access rules, different data quality and different languages, and you should allow more time for onboarding structures with cross-border layers.

Sources

• Wwft — Dutch Anti-Money Laundering and Anti-Terrorist Financing Act (wetten.overheid.nl)
• Uitvoeringsbesluit Wwft 2018 — implementing decree (wetten.overheid.nl)
• Handelsregisterwet 2007 — Trade Register Act, basis for the UBO register (wetten.overheid.nl)
• UBO register — Kamer van Koophandel (KVK)
• Regulation (EU) 2024/1624 (AMLR) — EUR-Lex
• Wwft — Open Boek Toezicht, De Nederlandsche Bank

Read next

• Customer due diligence: the steps
• What is KYC?
• What is a PEP?
• KYC remediation
• AMLR gap analysis

Facing this in practice? In a free thirty-minute call we look at your situation with you and say plainly whether we can help. Book a call or ring +31 6 11 32 53 62.