New UBO registration rules

About these changes in general, see this post of A&O Shearman.

Below, some important changes to the registration of ultimate beneficial owners of legal entities are highlighted, from a Dutch perspective. The relevant rules are included in Chapter IV  Beneficial Ownership Transparency of Regulation (EU) 2024/1624. Unlike the current directive, a regulation has direct effect in the law of the Member States. No implementation by Member States is required. This leads to a higher level of harmonisation of the rules concerned in the Member States.

We highlight the following changes:

1. The threshold of direct or indirect ownership interest shall mean 25% or more (currently: ‘more than 25%’) of: the shares or voting rights or other ownership interests (such as profit rights or liquidation balance).
2. Even lower thresholds (up to a maximum of 15%) may (after approval by the European Commission) be applied by Member States to certain high-risk sectors.
3. The test whether any natural person exercises control via other means will no longer be a subsequent test to be performed only where it is not possible to determine ownership interest; the two tests (1. existence of an ownership interest or control through an ownership interest, and 2. control via other means) should be performed in parallel.
4. In case of indirect shareholding, beneficial owners should be identified by multiplying the shares in the ownership chain (which is currently also generally accepted).
5. The circle of beneficial owners of a foundation (stichting) will be extended, as according to the Regulation all following natural persons will qualify as such: (i) the founders, (ii) the members of both the management and supervisory board, (iii) the beneficiaries and (iv) any other natural person who controls (in)directly the foundation.
6. The current full exemption of UBO-registration for companies listed on a regulated market will be more limited; it will only apply in cases where control over the listed company is exercised through voting rights, and the ownership or control structure of the company only includes natural persons

In the considerations of the Regulation it is mentioned that the European Commission may adopt guidelines setting out how rules to identify the beneficial owners in different scenarios are to be applied, including to the use of case examples. That would be helpful in practice.

The changes shall apply as of 10 July 2027.