As of November 1, 2022, the Dutch UBO-register for trusts (“the Trust Register”) entered into force. The Trust Register entails that an ultimate beneficial owner (“UBO”) of a trust or any trust-like legal arrangement must be registered. Furthermore, certain details about the trust or trust-like legal arrangement must be included in the Trust Register. The Trust Register will co-exist with the “regular” UBO-register for Dutch companies and other legal entities.
Definition of a trust
A trust is a legal arrangement created by a person (the settlor), whereby assets are entrusted to another person (the trustee). The trustee uses the assets in accordance with a trust deed for one or more beneficiaries (the beneficiary) or for a particular, more broadly defined purpose. It could be that a person is appointed to monitor a trustee (the protector).
Under Dutch civil law, a trust is not considered a legal entity, nor does it has a legal form. However, it is a separately identified pool of assets with a specific purpose for one or more beneficiaries. The following individuals are generally considered an UBO of a trust:
- the settlor;
- the trustee;
- the protector;
- the beneficiaries, or to the extent individual beneficiaries cannot be determined, the group of persons in whose interests the trust is principally incorporated or operates; and
- any other natural person who exercises ultimate control over the trust through direct or indirect ownership or other means.
Trust-like legal arrangement
A ‘trust-like legal arrangement’ is regarded as similar to a trust. In the Netherlands, only the fund for joint account (fonds voor gemene rekening) is designated as a trust-like legal arrangement. A fund for joint account is an agreement between three different parties i.e., a trustee (bewaarder – juridisch eigenaar), a manager (beheerder), and its participants (economische eigenaren). The fund aims to raise assets to invest them jointly and exists in different forms: an open or closed fund.
The following individuals are generally considered an UBO of a fund for joint account:
- the manager;
- the trustee;
- the beneficiaries, or to the extent individual beneficiaries cannot be determined, the group of persons in whose interests the trust is principally incorporated or operates; and
- any other natural person who exercises ultimate control over the trust through direct or indirect ownership or other means.
Who needs to register?
The obligation to collect the relevant information and keep the information up to date sits with the trustee of a trust (or trust-like legal arrangement). However, not every trustee is obliged to register. The trustee that needs to register itself is limited to the:
- Trustee that lives or is established in the Netherlands; or
- Trustee is a resident or established outside the European Union, but acquires real estate assets or enters into a business relationship in the Netherlands on behalf of the trust or fund for joint account A business relationship could, e.g. be a relationship with a Wwft institution such as a bank, accountant, lawyer, civil-law notary or tax advisor.
After registration, an unique reference number is assigned to the trust or similar legal arrangement. The trustee is required to provide this number on all letters, declarations, or other written statements made on behalf of the trust, even if there is no connection with the Netherlands in such document.
Registration deadline
The obligation to file the registration entered into force on November 1, 2022. Because the registration obligation is new, an one-off transition period of three months is applicable. As a result, trustees need to comply with the registration obligation no later than 1 February, 2023.
Please note: as of February 1, 2023, onwards the registration should be met within one week.
If you have any questions, please feel free to contact us.