It is possible that a legal entity holds shares in your company. This page explains how to identify and declare your Ultimate Beneficial Owners (UBOs) when one or more legal entities are involved.
As a reminder
- Who is considered a beneficial owner in a Sole Proprietorship?
In the case of a Sole Proprietorship, the ultimate owner is also the UBO. - Who is considered a beneficial owner in a Private Limited Company (BV)?
The general definition of a UBO refers to “natural persons who are the ultimate owners of or have control over the legal entity,” which can be evidenced by:
- Directly or indirectly holding more than 25% of the shares, voting rights, or ownership interest, including bearer shares;
- Other means, including the conditions for consolidation of a financial statement, as intended in Article 406, in conjunction with Articles 24a, 24b, and 24d of Book 2 of the Civil Code. - Who is considered a beneficial owner in a General Partnership (VOF)?
In general partnerships (VOF), the term 'beneficial owner' refers to any shareholder of the company, regardless of their type of shares, with 25% of capital participation or more.
During the company registration phase, you must declare who the beneficial owners of your company are.
There are two types of ownership
- Direct ownership
Beneficial owners with direct ownership are considered the internal beneficial owners of the company. They are usually shareholders in the company. - Indirect ownership
Beneficial owners with indirect ownership are those natural persons who are beneficial owners of the company through a legal entity holding shares in the company.
How do I declare my beneficial owners if my company is owned by a legal entity?
If your company’s shares are owned by a legal entity (or multiple legal entities), you must declare all the beneficial owners (i.e., the natural persons) of all the legal entities. You must specify that these individuals are beneficial owners of your company with indirect ownership.
It may also be the case that there is another legal entity (or entities) holding shares in the legal entity that owns shares in your company: in this specific case, you must name all natural persons who serve as beneficial owners of all entities in the ownership chain. These individuals will be classified as beneficial owners of your company with indirect ownership.
On the other hand, if there are beneficial owners directly within your company, you must declare them as beneficial owners with direct ownership.