Netherlands to establish a central register of shareholders

The advantage of a central register of shareholders is that it makes transparent who is involved in a BV or a non-listed NV as a shareholder

A central register of shareholders will be introduced. It has become clear during the tackling of financial-economic fraud that it currently takes a great deal of time to establish who is behind a private company with limited liability (BV), a non-listed public limited company (NV) or a construction involving several companies. This places a considerable burden on the investigative capacity.

A central register of shareholders means that information about BV’s and non-listed NV’s will be available in one location. This is an important added value when compared with the current situation, because the registration of shareholders is currently performed by several parties and this does not provide a complete picture, is not always current or is inaccessible for performing checks and supervision by the government.

The register will not be accessible for the public for reasons of privacy, but only to government services within the context of performing checks, supervision and enforcement. This concerns in any event the following government agencies: Justis, Ministry of Justice Agency for Scrutiny, Integrity and Screening, the Public Administration Probity Screening Agency, the Tax and Customs Administration, special investigative services, security and intelligence services, the police and the Public Prosecution Service.

During the elaboration of legislation, it will be considered whether other agencies have to be added. The notarial profession will also have access, because it will make it possible to significantly reduce the time-consuming investigative activities the civil-law notary has to perform within the context of a share transfer. Shareholders will also be authorised to inspect the data recorded in respect of them.

Minister Opstelten previously indicated that he will consider the administrative burden for entrepreneurs when introducing a central register of shareholders. Registration of the transfer of registered shares in BV’s and non-listed NV’s will take place through alignment with the information from the mandatory notarial deed of transfer. Civil-law notaries will have a role in supplying information to the central register. A decision still has to be made on where to house the central register of shareholders.