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Beneficial Owner Agreement Template for Netherlands

A formal agreement governed by Dutch law that documents and verifies the ultimate beneficial ownership of a legal entity, ensuring compliance with the Dutch UBO registration requirements and anti-money laundering regulations (Wwft). The agreement includes detailed information about the beneficial owner(s), their ownership percentages, nature of control, and obligations regarding information updates and verification. It addresses requirements under Dutch corporate law, EU directives, and international standards for transparency in corporate ownership structures.

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What is a Beneficial Owner Agreement?

The Beneficial Owner Agreement is a crucial document required under Dutch law to formalize and verify the ultimate beneficial ownership of legal entities operating in the Netherlands. This agreement has become increasingly important following the implementation of the EU Anti-Money Laundering Directives and the Dutch UBO Register Implementation Act (Implementatiewet registratie uiteindelijk belanghebbenden). It serves as a formal record of beneficial ownership information, facilitates compliance with regulatory requirements, and helps organizations meet their obligations under the Dutch Anti-Money Laundering and Anti-Terrorist Financing Act (Wwft). The agreement should be used when establishing or updating beneficial ownership records, particularly when registering information in the Dutch UBO register or when changes in ownership structure occur.

What sections should be included in a Beneficial Owner Agreement?

1. Parties: Identification of the contracting parties - the legal entity and the beneficial owner(s)

2. Background: Context of the agreement, including the purpose of documenting beneficial ownership and regulatory requirements

3. Definitions: Key terms including 'Beneficial Owner', 'Control', 'UBO Register', 'Ownership Interest' and other relevant terminology

4. Declaration of Beneficial Ownership: Formal declaration of beneficial ownership details including percentage ownership and nature of control

5. Rights and Obligations: Responsibilities of the beneficial owner including information provision and updating requirements

6. Information Requirements: Specific details required for UBO registration and ongoing compliance

7. Verification and Documentation: Requirements for verifying beneficial ownership information and maintaining supporting documentation

8. Compliance with Laws: Commitment to comply with relevant laws including Wwft and UBO registration requirements

9. Confidentiality: Provisions regarding the handling and protection of personal data and sensitive information

10. Duration and Updates: Term of the agreement and process for updating beneficial ownership information

11. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

12. Execution: Signature blocks and execution requirements

What sections are optional to include in a Beneficial Owner Agreement?

1. Multiple Beneficial Owners: Additional provisions for cases involving multiple beneficial owners, including their relationships and respective rights

2. Indirect Ownership Structures: Details of ownership through intermediate entities or complex corporate structures

3. Change of Control Provisions: Procedures and requirements in case of changes in beneficial ownership

4. Sanctions Compliance: Specific provisions relating to sanctions screening and compliance

5. Tax Reporting Obligations: Additional provisions regarding tax-related reporting requirements for beneficial owners

6. Power of Attorney: Authorization for the entity to submit UBO information to relevant authorities

7. Dispute Resolution: Detailed procedures for handling disputes, including mediation provisions

What schedules should be included in a Beneficial Owner Agreement?

1. Schedule 1 - Beneficial Ownership Details: Detailed information about the beneficial owner(s) including personal information, ownership percentages, and nature of control

2. Schedule 2 - Supporting Documentation: List of required supporting documents proving beneficial ownership

3. Schedule 3 - Corporate Structure Chart: Visual representation of the ownership structure including intermediate entities if applicable

4. Schedule 4 - UBO Register Requirements: Specific information required for UBO registration in the Netherlands

5. Appendix A - Contact Details: Contact information for notices and communications

6. Appendix B - Reporting Templates: Standard forms for reporting changes in beneficial ownership information

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Netherlands

Publisher

Genie AI

Document Type

Ownership Agreement

Cost

Free to use

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