UBO registration - what you need to know as an entrepreneur.
The Landsbesluit UBO-registratie dated June 7, 2024 introduced the UBO-register (the "Landsbesluit"). The Landsbesluit stipulates that entities that are already registered in the commercial register when it comes into effect are required to report to the UBO Register. Entities have until next September 30 to comply with the obligations under the Landsbesluit. It is therefore time to take action!
Purpose and mandatory entities
The purpose of UBO registration is to ensure transparency regarding the ultimate beneficial owners (UBOs) of legal persons and comparable legal entities. The register thus contributes to combating financial crime such as money laundering and terrorist financing.
All legal entities registered in the Curacao Trade Register, with the exception of sole proprietorships and listed companies, are required to register their UBOs. This includes foundations, associations, cooperatives, public and private limited companies, trusts and foreign entities with similar legal forms.
Definition of UBO
For the registration it is also important to understand who qualifies as a UBO, so that no incorrect or incomplete information is provided. A UBO is a natural person who directly or indirectly owns 25% or more of the property, voting rights or profit rights or has control in another way. If no (natural) person meets these criteria, managers or other board members are considered UBO. For trusts and foundations, founders, directors, beneficiaries and protectors must also be registered.
Registration process and deadlines
Since 27 May 2025, the registration of UBO data has been processed via the secure digital UBO portal of the Chamber of Commerce ('KvK'). Entities can upload their data - including the required documents - via a number of simple steps. A list of documents that must be deposited upon registration can be found on the KvK website. This includes: the deed of incorporation, shareholders' register, an organizational chart, etc.
For newly incorporated entities, there is an obligation to register in the UBO register within two weeks of incorporation, for already existing entities when the National Decree comes into force, the deadline expires on July 30.
Consequences for non-compliance
Failure to register UBO information, on time or incorrectly can be reported to the competent authorities. This can lead to penalties, including fines of up to Cg 25,000 and, in serious cases, criminal action.
Access and privacy of the UBO register
The UBO register is a closed register with access restrictions. Only authorised bodies such as the Public Prosecution Service, the Central Bank, the Financial Intelligence Unit, the Gaming Control Board and the Tax Inspectorate can obtain access within the legal framework of powers. UBOs can check on request whether their data has been registered.
Data storage
UBO data is retained for up to ten years after the entity has been deregistered from the trade register, or for up to ten years after a person no longer qualifies as a UBO. After that, data is deleted in accordance with applicable privacy legislation.
If you have any questions about the registration or require (legal) support with the UBO registration, ST Legal Solutions is happy to help you! Contact us today via terpstra@stlegalsolutions.com or +5999 5121325.