Legal

Court of Justice of the European Union rules on cross border conversion/migration

A practical question that regularly arises is whether a Dutch legal entity can migrate to another country, whereby the estate of the entity is not liquidated and the company is governed by the laws of the state in which it wishes to establish itself. Dutch law does not yet provide for a formal procedure under which a Dutch entity can move its legal seat to another country, whereby the “nationality”(i.e. applicable law) of the legal entity changes.

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Bill on implementation of UBO register presented for public consultation

On March 31, 2017 the draft bill on the Registration of Ultimate Beneficial Owners Implementation Act (hereinafter: the bill) was presented for public consultation

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Update on UBO register

On December 19, 2017, the European Commission published an amendment to the 4th Anti-Money Laundering Directive (2015/849). The 4th Anti-Money Laundering Directive contains rules on the UBO register. These rules must then be transposed into national legislation. 

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Update on the progress of the UBO register in the Netherlands

On January 31, 2018, the Dutch government published the proposed Decree implementing the Money Laundering and Terrorist Financing (Prevention) Act 2018 (Uitvoeringsbesluit Wwft 2018) (hereinafter: the draft decree). The draft decree stipulates additional rules for defining the ultimate beneficial owners (UBOs) of legal entities in the Netherlands. 

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Draft 2018 Decree implementing the Wwft provides greater insight into specifics of UBO register

On April 6, 2018, the Draft 2018 Decree implementing the Wwft (hereinafter: the draft Decree), accompanying the Money Laundering and Terrorist Financing Prevention Act (Wet ter voorkoming van witwassen en financieren van terrorisme; hereinafter: Wwft), was published. The draft Decree includes an elaboration of the concept of UBO (Ultimate Beneficial Owner). 

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Implementation of UBO register postponed

On April 20, 2018, Minister of Finance, Mr. Hoekstra, informed the Lower House that the implementation of the UBO register is being postponed. The reason for this is that on April 19, 2018, the European Parliament approved by an overwhelming majority the proposal to amend the 4th Anti-Money Laundering Directive, which contains the UBO register. 

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Draft bill on transparency of civil society organizations: foundations and associations must publish donations and financial data

On December 21, 2018, the Minister for Legal Protection published the draft bill on the Civil Society Organizations Transparency Act. The proposal provides for, on the one hand, insight into cash flows to civil society organizations by publishing information about donors who donate or make gifts of EUR 15,000 or more per year and, on the other hand, the obligation for foundations to disclose certain financial information.

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Bill on the Modernization of Partnerships: third time lucky?

The consultation document on the bill on the Modernization of Partnerships (‘Bill') was published on February 21, 2019. The current legislation on partnerships dates from the 19th century and, according to the government, no longer meet the needs of today’s users. 

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Bill on the introduction of a UBO register

Legal persons and other legal entities will soon be obliged to register their ultimate beneficial owners. On April 4, 2019 the bill ‘Implementation registration of ultimate beneficial owners of companies and other legal entities’ (‘the bill’) was presented to the Lower House. 

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