The Dutch UBO register sits at the centre of any control analysis for a Netherlands-incorporated entity. It was designed to answer one question: who ultimately controls this company? Since November 2022, however, the answer has been harder to reach. A CJEU ruling suspended public access across the EU. What the register contains and who may now retrieve it are two separate questions.
The angle here is control — specifically, what an international buyer can establish about the ownership chain before committing to a transaction involving a Dutch entity. The register exists. The data is filed. The question is access.
What the register showsNatural persons holding 25% or more of shares, voting rights, or economic interest in a Dutch legal entity, plus the nature and size of that interest. Source: Kamer van Koophandel (KVK) UBO register · verified 2026-09-30 Public access statusSuspended since November 2022 following CJEU judgment in joined cases C-37/20 and C-601/21. General public access is not available. Source: KVK official notice · verified 2026-09-30 Who may still accessCompetent authorities (tax, financial intelligence, supervisory bodies), obliged entities under the Anti-Money Laundering Directive, and persons demonstrating a legitimate interest. Source: Wet toezicht trustkantoren / Handelsregisterwet · verified 2026-09-30 What the register does not showIntermediate holding layers, nominee arrangements, trust structures, and any beneficial owner below the 25% threshold. The chain stops at the first natural person above the threshold — it does not trace the full corporate tree.The Netherlands implemented the Fourth and Fifth Anti-Money Laundering Directives through amendments to the Handelsregisterwet 2007. The KVK (Kamer van Koophandel) maintains the UBO register as a separate layer within the commercial register.
For each registered UBO, the following data is filed:
A subset of this data was previously accessible to the general public. Since November 2022, that access is suspended. The filed data remains in the register. Retrieval is restricted.
Source: Kamer van Koophandel UBO register · verified 2026-09-30
The 25% threshold is the statutory floor. A person controlling exactly 24.9% does not appear. A structure where four persons each hold 24% and a fifth holds 4% — with a shareholders' agreement granting that fifth person veto rights — may not produce a single UBO entry, depending on how control is assessed.
The register records the nature of the interest. It does not record the mechanism. A filed entry stating "25–50% shareholding" does not reveal whether that stake is held directly, through a Dutch BV, through a foreign holding, or through a trust. The chain from the filed name to the actual economic position requires cross-referencing with the commercial register, filed annual accounts, and — where applicable — foreign registry extracts.
For an international buyer, three control questions arise from a Dutch entity:
The UBO register answers the first question partially. It does not answer the second or third without additional sources.
Source: Kamer van Koophandel (KVK) · verified 2026-09-30
In November 2022, the Court of Justice of the European Union ruled in joined cases C-37/20 and C-601/21 that unrestricted public access to UBO registers is incompatible with the right to privacy under the EU Charter of Fundamental Rights. The Netherlands suspended general public access immediately following that ruling.
Three categories of access remain operative:
Competent authorities. Tax authorities, the Financial Intelligence Unit (FIU-Nederland), the Dutch Authority for the Financial Markets (AFM), De Nederlandsche Bank (DNB), and other designated supervisory bodies retain full access without restriction.
Obliged entities. Banks, notaries, accountants, lawyers, and other entities subject to anti-money laundering obligations may access the register in the context of customer due diligence. Access is tied to the specific AML obligation — it is not a general research entitlement.
Legitimate interest. The Dutch implementation preserves a legitimate interest pathway. Persons or organisations demonstrating a specific, documented interest — journalists, civil society organisations, persons at risk — may apply for access. The threshold for what constitutes legitimate interest is assessed case by case. There is no automatic entitlement.
An international buyer acting as a private party does not fall within any of these categories by default. Establishing access requires either engaging an obliged entity in the context of a transaction, or demonstrating legitimate interest through a formal application.
Source: KVK official access notice · verified 2026-09-30
The UBO register and the commercial register (Handelsregister) are separate instruments. The Handelsregister records the legal structure of the entity: directors, authorised signatories, registered address, articles of association, and — for BVs and NVs — the issued share capital.
For a BV (besloten vennootschap), the Handelsregister does not list shareholders by name. Shareholding is recorded in the company's own shareholder register, which is a private document held by the company. It is not filed with KVK and is not publicly accessible.
This creates a structural gap. The commercial register shows who manages the company. The UBO register shows who controls it above 25%. Neither shows the full shareholder list. For a buyer seeking to verify the complete ownership structure, neither register alone is sufficient.
The notarial deed of incorporation and any subsequent notarial deeds of share transfer are filed with the civil-law notary (notaris) who executed them. These are not public documents. Access requires consent of the parties or a court order.
Source: Handelsregisterwet 2007 / KVK Handelsregister · verified 2026-09-30
Dutch BVs and NVs are required to file annual accounts with KVK. The filing obligation and the level of detail required depend on the size classification of the entity: micro, small, medium, or large.
Micro and small entities file abbreviated accounts. These show total assets, equity, and liabilities in summary form. They do not show revenue, profit, or a breakdown of liabilities. A small BV filing abbreviated accounts provides limited financial transparency.
Medium and large entities file full accounts including a profit and loss statement, notes, and — for large entities — an auditor's report. These are publicly accessible through KVK.
For a control analysis, the annual accounts serve one specific function: they can be cross-referenced against the UBO filing to test consistency. If the accounts show a significant related-party transaction with an entity not reflected in the UBO register, that is a discrepancy worth investigating.
Source: KVK Handelsregister / Burgerlijk Wetboek Boek 2 · verified 2026-09-30
Three types of discrepancy arise regularly in Dutch entity analysis:
UBO register versus commercial register. The UBO register may show a natural person as beneficial owner. The commercial register may show a different person as sole director with full authority. These are not necessarily inconsistent — but the relationship between the two requires explanation.
Filed UBO data versus actual shareholding. Because the shareholder register is private, there is no automatic cross-check between what is filed in the UBO register and what the shareholder register records. A change in shareholding that crosses the 25% threshold triggers an obligation to update the UBO register. Whether that obligation has been fulfilled cannot be verified from public sources alone.
Annual accounts versus UBO filing. Related-party disclosures in annual accounts sometimes reference entities or persons not reflected in the UBO register. This does not establish a violation — the threshold rules may explain the absence — but it identifies a question that requires a direct answer from the company.
Where sources disagree, the discrepancy is itself a result. It is recorded as a finding, not resolved by inference.
The Dutch UBO register, even when accessible, shows beneficial owners above the 25% threshold. It does not show:
The commercial register does not show the shareholder list for a BV. The shareholder register is a private document. Access to it requires the company's cooperation or a legal process.
The annual accounts show financial position at a point in time. They do not show the ownership structure. For micro and small entities, they show very little.
The ceiling of what the sources allow is stated before any engagement. Where the chain breaks — at the 25% threshold, at the private shareholder register, at the intermediate holding layer — that break is identified and documented. It is not papered over.
Does the Dutch UBO register show all shareholders? No. The register shows natural persons holding 25% or more of shares, voting rights, or other means of control. Persons below that threshold are not recorded. The full shareholder list for a BV is held in the company's private shareholder register and is not publicly filed.
Can a foreign buyer access the Dutch UBO register directly? Not as a general matter. Since November 2022, public access is suspended. Access is available to competent authorities, obliged entities acting in an AML context, and persons demonstrating legitimate interest through a formal application. A private buyer does not have automatic access.
What does the 25–50% range in the UBO filing mean? The Dutch implementation records the size of the beneficial interest as a range rather than an exact percentage. A filing showing 25–50% means the registered UBO holds somewhere in that band. The exact figure is not disclosed in the public-facing record.
Is the UBO register the same as the commercial register? No. They are separate instruments maintained by KVK. The commercial register records the legal structure and management of the entity. The UBO register records beneficial ownership. A person can appear in one without appearing in the other.
What happens if the UBO register has not been updated after a share transfer? The obligation to update the register rests with the entity. Non-compliance is a regulatory infraction. From a buyer's perspective, a stale UBO filing is a discrepancy between the register and the actual ownership position. That discrepancy requires resolution before relying on the filed data.
Can annual accounts substitute for UBO register access? No. Annual accounts show financial position. They do not show the ownership structure. For small and micro entities, the accounts are abbreviated and provide limited information. Cross-referencing accounts with UBO data can identify discrepancies, but accounts do not replace the register.
Disclaimer: This report is a factual compilation from official registers and public sources. It is provided for informational purposes only, does not constitute legal advice, and contains no legal qualification of the facts established. VLO Law Firm assumes no liability for actions taken or not taken based on this material. For advice regarding your particular situation, please contact info@vlolawfirm.com.
Author: Elena Moretti — Partner, Continental Europe, VLO Law Firm