Netherlands

Following the (fourth) EU anti-money laundering directive, EU companies will have to disclose information about their ultimate beneficial owners (UBO's) in a public central register ultimately by June 2017.

In the Netherlands the introduction of the UBO register created quite a debate regarding the privacy of UBO's since the shareholders register of companies in the Netherlands is not public, except the ownership of listed stock. For privacy reasons various organizations in the Netherlands urged a conservatively implementation of the directive. According to a recent announcement by the Dutch Minister of Finance, the Netherlands has however opted to make the register accessible to the public instead of only accessible to certain categories such as persons with a legitimate interest. Thus the implementation of the UBO register will considerably change the privacy of shareholders of Dutch companies.

Janou Briaire, Boels Zanders

 

Finland

According to the Limited Liability Companies Act the share register and the shareholder register are accessible to everyone.

Transparency of shareholding is a key character regarding Finnish companies’ Finnish shareholders whereas foreign investors’ shares are mainly nominee registered.

The situation is not changing with regard to privately owned limited liability companies. However, publicity of shareholding in public limited liability companies has been discussed a lot in Finnish politic scene and media during this winter and spring.

There is currently a debate whether the EU Regulation on Central Securities Depository (CSD) No 909/2014 adopted in 2014 changes the principle of publicity in Finnish listed companies. 

All Finnish listed companies use Euroclear, a Finnish CSD that maintains a public register of shareholders. Yet, according to the CSD Regulation, all listed companies in the EU have a right to use whatever CSD they see fit. Therefore, if a Finnish listed company moved its management of shares to a foreign CSD, the shareholders could have a possibility for nominee registration. As a result, shareholder’s identity could be concealed as the shareholder could choose to register only the treasurer (e.g. bank) as a public shareholder. 

An exception clause in the Regulation (Art. 38(5)) has created a debate whether Finland can depart from the free nominee registration. According to Government Proposal 28/2016 given on 17 March 2016 nominee registration cannot be used for Finnish listed companies’ shares that are managed in Finnish CSD and owned by a Finnish person. However, it seems that a foreign CSD for a Finnish listed company gives a possibility for nominee registration. The final form of the upcoming legislation is still open.

Maisa Cederström, Lindblad

(Updates followed until 28 April 2016.)

 

UK

In response to the Fourth Anti-Money Laundering Directive (AMLD IV) coming into force on 25 June 2015, and to enhance the transparency of company ownership and increase trust in businesses in the UK, the UK government has introduced a new requirement for companies to keep a register of people with significant control over the company, or PSC register. The requirement applies to all unlisted companies, limited liability partnerships and Societates Europaeae registered in the UK.

From 6 April 2016, an unlisted company must take reasonable steps to find out if there is a person or registrable legal entity that has significant control over the company and, if so, to identify them and record them in its PSC register.

A person or registrable relevant legal entity (which includes companies or limited liability partnerships registered in the UK or foreign companies listed on certain overseas exchanges) has significant control over a company if they have more than 25% of the company’s shares or voting rights or exercise significant influence or control over the company in some other way.

Despite implementing this new requirement, the UK has exercised its right not to opt into the AMLD IV. However the UK government has stated that it considers itself bound by the AMLD IV until such a time as the Court of Justice strikes it down.

The AMLD IV must be implemented by all EU member states by 26 June 2017. It will be interesting to see what approach other members take in adopting this directive.

Gayle Hawke, Ashfords