UBO access for directors without DigiD: practical solutions and a step-by-step guide
I previously wrote an article about the Ultimate Beneficial Owner (the “UBO”) of a company. For most directors of Dutch entities, accessing this information via the Chamber of Commerce website is straightforward. You simply log in with DigiD and, as a director, you have immediate access.
But what if, as a director, you live abroad, do not hold Dutch nationality, or do not have a DigiD for other reasons? In our international practice, I notice that this regularly raises questions. In this article, I explain how you can still access the necessary information and what steps you can take to obtain a DigiD. The solution lies in requesting the confirmation letter from the Chamber of Commerce, granting a power of attorney, or obtaining a DigiD.
The strict access requirements of the UBO register
Access to the UBO register is strictly regulated. The only persons who, on behalf of an organisation, have access to its own registration are the UBOs themselves (provided they have a DigiD) and the directors of the company who have a DigiD. In the case of foreign companies with a subsidiary in the Netherlands, it is often the case that the director is either a foreign legal entity or a natural person who does not have a DigiD.
Please note: it is a misconception that only people with Dutch nationality can apply for a DigiD. People of other nationalities can also obtain a DigiD, provided they follow the correct procedure (see solution 3 later in this article).
Solution 1: The confirmation letter
For directors without a DigiD, the ‘paper route’ is often the quickest solution. This is because the Chamber of Commerce automatically sends a confirmation letter to the company’s registered address upon the initial registration of a UBO and with every subsequent change.
The Chamber of Commerce designates this letter as the official document to fall back on when digital access is not possible.
Has the confirmation letter gone missing from your records? Don’t worry. On behalf of our clients, we can request that the Chamber of Commerce send a duplicate of the confirmation letter to the company. This is usually delivered by post within a week, although this depends on postal processing times.
The Chamber of Commerce sends this confirmation letter exclusively to the company’s registered address. You should therefore check carefully that the correct address is listed in the Commercial Register.
Solution 2: a power of attorney to a person with a DigiD
It is possible to authorise someone with a DigiD so that this person can access the UBO register and request a UBO extract. This requires a general power of attorney or a specific power of attorney for making entries and changes in the Commercial Register. The authorised representative can request a UBO extract as soon as the power of attorney has been correctly registered with the Chamber of Commerce.
It is important that you choose a trustworthy person to authorise. Ensure that the power of attorney explicitly states that the authorised representative must have access to the registers.
It is possible to limit the duration of the power of attorney. This means that the power of attorney is only valid for a period of, for example, two weeks; usually sufficient time to request the UBO data.
A power of attorney must be granted by the company’s board of directors or by the shareholder(s) (if the articles of association so require). The power of attorney must then be registered with the Chamber of Commerce. The authorised representative will only have access to the UBO register once the registration of the power of attorney has been completed.
We can assist you in drafting a board or shareholders’ resolution granting a power of attorney (whether limited or otherwise) and with the subsequent registration. Please note: if you grant a temporary power of attorney, this must also be deregistered from the Commercial Register upon expiry. We can assist you with this as well.
Solution 3: Applying for a DigiD as a foreign director
Would you, as a foreign director, like to have permanent access to the UBO register? Then applying for a DigiD is the recommended route. To do this, you must first obtain a Citizen Service Number (BSN) by registering with the Non-Residents Register (RNI).
The step-by-step guide is set out below.
(1) Step 1: Check the requirements for registration in the RNI (for a BSN)
- You can register in the RNI if you live outside the Netherlands or are staying in the Netherlands for less than 4 months. To register, you must visit an RNI counter in person.
(2) Step 2: Choosing a location for your RNI counter appointment
- Do you hold the nationality of an EU Member State (or Norwegian, Icelandic, Liechtenstein or Swiss nationality)? If so, you can choose which RNI counter to register at. There are counters in Amsterdam, Rotterdam, The Hague, Utrecht, Eindhoven, Maastricht and various border towns (including Venlo, Breda and Enschede), amongst others.
- If you do not hold the nationality of an EU Member State, you may only register at the counters in Breda or Venlo.
(3) Step 3: Make an appointment:
(c) Visit the website of the relevant local authority to make an appointment at the RNI office.
(d) Bring a valid passport with you to your appointment.
(e) At the office, you will immediately receive a summary of your details and your BSN. It may then take up to 48 hours before the BSN number can be used.
(4) Step 4: Apply for a DigiD
(f) Once you have your BSN and have waited 48 hours, you can apply for a DigiD. Make sure you have the following details to hand:
(i)Valid proof of identity (passport/ID card);
(ii) Your BSN;
(iii) A telephone number for SMS verification;
(iv) An email address.
(g) The process:
(i) Apply for the DigiD via digid.nl/en/aanvragen_buitenland.
(ii) You will receive a counter code via text message and email (valid for 30 days).
(iii) To activate the DigiD, you will need an activation code. You can obtain this using one of the following methods:
(A) Video call: The most efficient option for those abroad. You make an appointment for a video call with NederlandWereldwijd.
(B) DigiD counter abroad: Available in various cities worldwide, including London, Paris, Berlin, New York, Hong Kong and Sydney.
(C) DigiD counter in the Netherlands: If you are in the Netherlands, you can visit various municipal counters (including Schiphol, The Hague and Rotterdam).
Once you have received the activation code, you can activate your DigiD immediately and gain access to the UBO register.
Legal assistance
Not having a DigiD need not be an obstacle to your compliance. Whether you choose the fast track via the confirmation letter or the RNI registration process: it is important that you maintain control over your UBO data.
Do you need help requesting the confirmation letter or issuing a power of attorney? The specialists at Fruytier Lawyers in Business are here to help. Please feel free to contact us.
