Registration UBO register for trusts and FGRs possible as of 1 November 2022

Registration UBO register for trusts and FGRs possible as of 1 November 2022

As of 10 October 2022, the UBO register for trusts and FGRs (also known as the “Trust Register“) is live (link). Parties can register via the website as of 1 November 2022. There is a transition period of 3 months, i.e. until 1 February 2023.

In previous news items we already discussed the functioning of Trust Register (see, for example, link) and the impact of Trust Register on investment funds structured as an FGRs (see, inter alia, link). For more (background) information on the Trust Register, please see our previous news items.

Who qualifies as a UBO of an FGR?

In any case, the following individuals qualify as UBOs of an FGR:

  1. The founder(s) of an FGR;
  2. The legal title holder;
  3. The beneficiaries (i.e. the participants); and
  4. any other natural person who, directly or indirectly, through ownership or otherwise, exercises ultimate control over an FGR.

It follows, in sum, from the Implementation Decree on registration of ultimate beneficial owners of trusts and similar legal arrangements (the “Implementation Decree”) (link) that licensed fund managers whose funds are offered to more than 150 persons do not have to register all participants in the Trust Register. They can suffice with a description of the group in whose interest an FGR is mainly established or operates. For example, “unitholders real estate investment fund.” If an FGR does not fall under the “exception” as included in the Implementation Decision, all participants with an interest from 0% or more will still need to be included in the Trust Register. This will be the case, for example, for exempted managers falling under the so-called “light regime” (see Article 2:66a Wft).

Who must report?

The registration can only be done by the trustee of a trust or the person in a similar legal arrangement that has a similar position as a trustee in a trust. The other UBOs of the trust must provide the trustee with all necessary information so that the trustee can carry out the registration. It is currently not entirely clear where the obligation to register falls to in the relationship between a fund manager and an investor, but it would seem logical that the obligation to register will rest with the fund manager.

Until when can UBOs be registered?

At the time of writing, parts of the Implementation Act on registration of ultimate beneficial owners of trusts and similar legal arrangements (link) and the Implementation Decree have not yet entered into force. Since the Trust Register is now live and parties can register as of 1 November 2022, we expect that the formal decrees will not take much longer, and that the term of registration will start on 1 November 2022. This means that parties will have until 1 February 2023 to register. Newly established trusts or FGRs also have until 1 February 2023 to register. After 1 February 2023, newly created trusts or FGRs must comply with the registration requirement within one week of formation.