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By: Thomas Schutte, Esq.
Russell Advocaten B.V.
Amsterdam, Netherlands

Currently, it’s impossible to identify via a public register the shareholders of a BV or NV (which is not listed on a stock exchange). Both at national and European level legislation is being prepared to reduce the anonymity of shareholders.

Anonymity of shareholders

Pursuant to the law, companies must keep a register of the shareholders - unavailable to the public – at the offices of the company. If there are changes (for instance, by a sale of shares) the management of the company must include them in their register. In practice, however the registers are often not up-to-date or incomplete. Therefore, in the event of a share transfer the public notary is often not able to determine sufficiently who the shareholders of a company are. In addition, the anonymity of shareholders makes it easy to use a company for the sake of fraud.

Central shareholders register

An initiative proposal by the Dutch House of Representatives which has been adopted by the Minister of Security and Justice is meant to end this anonymity. According to the initiators this anonymity leads to misuse of legal entities, fiscal evasion and money laundering. Therefore, a central shareholders register must be introduced for registered shares of unlisted public limited companies. The central shareholders register must include:

  • Who the shareholders of a company are;
  • Which shares certain persons possess.

The central shareholders register is meant to be placed with the Chamber of Commerce and will be made available to certain government bodies, such as the tax authorities, the police, and the Public Prosecutions Department. In addition, the register will be made available to the notary and the company itself. In the House of Representatives there have been calls to make the register available to all bodies (including lawyers) involved in the Money Laundering and Terrorist Financing (Prevention) Act (Wwft). The central shareholders register is expected to be introduced on 1 January 2016.

Directive of the European Commission

The European Commission has reached an agreement with respect to an anti-money laundering directive that will oblige all legal bodies of the European Union, irrespective of their size, to provide full transparency regarding their shareholders. Shareholders owning 25% of shares or more will be listed by name, date of birth, nationality and contact information in a register available to the public.

Consequences

As a result of the introduction of a central register of shareholders and the EU Money Laundering Directive, information regarding individual stockholders will be made available to the public or made available to certain bodies only. These measures against illegal activities include the unwanted side-effect that privacy and (safety) of the individual shareholders may be affected.

Action

  • Are you a shareholder of a BV or an unlisted NV and would you like information about your shareholding to remain unavailable to the public?
  • If so:

(i) Please monitor the information on this topic on our website, and/or;

(ii) Get in touch with us in order to take timely measures with respect to the protection of your privacy.

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