Kamer van Koophandel en Nijverheid Aruba | Chamber of Commerce and Industry Aruba

To appoint the UBO(s) of your foundation, we request that you begin at ‘1. Director/founder’ and to see whether you can appoint or exclude a UBO based on all 3 options. The director(s) can always be appointed as UBO. Whether beneficiaries and/or other natural persons, in addition to the directors, can be appointed as UBO depends on what is included in the articles of association or other legal documents of your foundation.

1. Director/founder:

The (natural persons behind the) director(s), who may also be the founder, can always be appointed as UBO(s). To register the director(s) as UBO(s), please see our digital UBO form (in your My Chamber account) and select ‘Director’ at the question ‘What is the nature of the interest of the UBO in the organization?’ and select ‘Not applicable’ at the question ‘What is the percentage of the interest?’.

2. Beneficiaries:

If there is a beneficiary, then (the natural person behind the beneficiary) he/she can always be appointed as UBO. To register the beneficiary (or beneficiaries) as UBO(s), please see our digital UBO form (in your My Chamber account) and select ‘Economic interest’ at the question ‘What is the nature of the interest of the UBO in the organization?’ and select ‘Not applicable’ at the question ‘What is the percentage of the interest?’.

Please note: If the individual persons who are the beneficiaries cannot be determined, then the group of persons in whose interests the foundation was mainly established or operates can be appointed as UBO, in this case please contact us by e-mail: ubo@arubachamber.com or by telephone: (+297) 582.1566 before proceeding with the UBO registration.

3. Other natural persons:

If there are one or more other natural persons who exercises ultimate control over your foundation through direct or indirect ownership or through other means, then these persons can also be appointed as UBO(s). To register these natural persons as UBOs, please see our digital UBO form (in your My Chamber account) and select ‘Effective control’ at the question ‘What is the nature of the interest of the UBO in the organization?’, the percentage of the interest does not apply here. Consider, for example, the person with actual control over decisions to be taken, such as being able to appoint or dismiss directors, having to give permission/approval for, for example, the dissolution or donations to your foundation.

*For more information concerning the appointment of the UBO(s) of your administrative office foundation (Stichting administratiekantoor, STAK), please see UBO(s) of an administrative office foundation (Stichting administratiekantoor, STAK)

Please note: Not all foundations are obliged to register their UBO(s). For more information regarding this matter, please see Organizations that are exempt from UBO registration.

In principle, it is almost impossible for a UBO of an association to be appointed based on the first category ‘Economic interest’, the second category ‘Voting rights’ or the third category ‘Effective control’ and thus, in general, the board members (named ‘Directors’ on our digital form) of the association will be appointed as pseudo- UBO(s). However, we still request you to start at the first option/category at the question ‘What is the nature of the interest of the UBO in the organization?’ on our digital UBO form (in your My Chamber account) when appointing the UBO(s) of your association:

1. Economic interest:

As previously mentioned, it is unlikely that you will be able to appoint UBO(s) of your association based on ‘Economic interest’; This depends on the number of members of the association and what is included in the articles of association. For example: an association has a maximum of three members and the articles of association state that any liquidation balance will be distributed proportionately to the members. In this case, the members can be appointed as UBO’s based on ‘Economic interest’, as they are entitled to more than 25% of the assets in the event of liquidation. After determining the nature of the interest, you must also determine the percentage of the interest, please see our digital UBO form (in your My Chamber account) under ‘What is the percentage of the interest?’. For more information concerning this, please see The percentage of the interest. Regardless of whether you have appointed UBO(s) based on ‘Economic interest’, you must proceed to the second category, ‘Voting rights’.

2. Voting rights:

As previously mentioned, it is unlikely that you will be able to appoint UBO(s) of your association based on ‘Voting rights’; This also depends on the number of members of the association. For example, if you have a maximum of three members, these members can- depending on the distribution of votes- be appointed as UBO based on ‘Voting rights’. If you can appoint one or more UBO based on ‘Voting rights’, please select the applicable percentage of the interest on our digital form (in your My Chamber account) under the question ‘What is the percentage of the interest?’ when registering the UBO(s) of your association. For more information concerning this, please see The percentage of the interest.

Please note: It may be the case that one or more natural persons can be appointed based on the first and the second category simultaneously, in this case you must choose the first category ‘Economic interest’.

3. Effective control:

As previously mentioned, it is unlikely that you will be able to appoint UBO(s) of your association based on ‘Economic interest’ and/or ‘Voting rights’ or ‘Effective control’. Despite this and if you have not been able to appoint UBO(s) of your association based on the first or the second category, please check whether you can appoint UBO(s) based on the third category, ‘Effective control’. This concerns a different type of control than based on the aforementioned two categories, for example, a third party that finances the association (in this case, you must upload proof of this) can be appointed as UBO. The percentage of the interest is not applicable in this category. If you are also unable to appoint UBO(s) based on the third category, you must continue to the last option/category.

4. Directors:

As previously mentioned, there is little chance that you will be able to appoint UBO(s) of your association based on ‘Economic interest’ and/or ‘Voting rights’ or ‘Effective control’. If you have not been able to appoint UBO(s) based on the previously mentioned categories (starting from point 1 ‘Economic interest’), you can appoint the board members (named ‘Directors’ on our digital form) of your association as pseudo-UBO based on the fourth category, ‘Directors’. The percentage of the interest is also not applicable in the fourth category.

Please note: Not all associations are obliged to register their UBO(s), for more information regarding this, please see Organizations that are exempt from UBO registration.

The STAK is a special form of foundation that is used to hold shares and to issue certificates. Below we will discuss how you can determine the UBO(s) of a STAK and how you can determine the UBO(s) of an organization in which a STAK manages the shares and does not run a business.

To appoint the UBO(s) of your STAK, we request that you start at the first option below ‘1. Board members/Director(s)’ and then continue at ‘2. Certificate holder’ and then ‘3. Other natural persons’ to examine whether you can appoint or exclude a UBO. The board members/director(s) can always be appointed as UBO(s). Whether the certificate holders and/or other natural persons, in addition to the board members/director(s), can be appointed as UBO(s) depends on what is included in the articles of association and/or the administrative conditions of your STAK.

1. Board members/director(s):

The (natural person behind the) board members/director(s) of a STAK can always be appointed as UBO since the board always has certain powers based on the articles of association. To register the board members/director(s) as UBO, we request that you select ‘Director’ at the question ‘What is the nature of the interest of the UBO in the organization?’ and select ‘Not applicable’ at the question ‘What is the percentage of the interest?’ on our digital form (in your My Chamber account).

2. Certificate holders:

Whether the (natural person behind the) certificate holder(s) can be appointed as UBO depends on the rights and powers of the certificate holder(s) as included in the articles of association and/or the administrative conditions. All certificate holders with rights and/or the authority (other than the right to receive profits*) can be appointed as UBO of a STAK. Consider, for example, being allowed to cast a vote at the meeting of the certificate holders and/or appointing a (new) board member. To register the certificate holder(s) as UBO, we request that you select ‘Effective control’ at the question ‘What is the nature of the interest of the UBO in the organization?’ and select ‘Not applicable’ at the question ‘question ‘What is the percentage of the interest?’ on our digital form (in your My Chamber account).

Please note: Since a STAK distributes everything it receives from the underlying organization to the certificate holder(s), it can be seen as an intermediary (‘doorgeefluik’) and a certificate holder cannot therefore be appointed as UBO based on ‘Economic interest’. After all, as mentioned above, the profit comes from the underlying organization and not from the STAK itself. It will have to be determined on a case-by-case basis who can be appointed as a UBO, depending on the articles of association and the agreements with the certificate holders.

3. Other natural persons:

If there are one or more other natural persons who can exercise ultimate control over your STAK through direct or indirect ownership or through other means, then those persons can also be appointed as UBOs. Consider, for example, a third party who is not also a board member and/or a certificate holder who can dismiss and/or appoint the board. To register these natural persons as UBOs, we request that you select ‘Effective control’ at the question ‘What is the nature of the interest of the UBO in the organization?’ on our digital from (in your My Chamber account), the percentage of the interest does not apply in this case.

To appoint the UBO(s) of your organization whose shares are managed by a STAK, please start at the first option/category at the question ‘What is the nature of the interest of the UBO in the organization?’ on our digital form (in your My Chamber account):

1. Economic interest:

You may be able to appoint certificate holder(s) of your organization whose shares are managed by a STAK based on ‘Economic interest’, this depends on the profit of your organization that is distributed through the intervention of the STAK. The profit distribution is linked to the certificates which in turn are linked to the shares*. The (natural persons behind the) certificate holders with more than 25% of the profit distribution can be appointed as UBO based on ‘Economic interest’. If you can appoint one or more UBO(s) based on ‘Economic interest’, please select the applicable size of the percentage at the question ‘What is the percentage of the interest?’ on our digital form (in your My Chamber account). For more information regarding the percentage of the interest, please see The percentage of the interest.

Regardless of whether you have appointed UBO(s) based on ‘Economic interest’, you must proceed to the second category, ‘Voting rights’.

Please note: For your organization whose shares are managed by a STAK, you cannot appoint UBO(s) through shareholding based on ‘Economic interest’. A UBO is always a natural person, in this case the shares are owned by STAK and not by a natural person.

2. Voting rights:

In addition to the appointed UBO(s) based on the first category (‘Economic interest’), you may also appoint UBO(s) based on holding more than 25% of the votes linked to the shares of your organization that are managed by the STAK. This depends on what is included in the articles of association of your organization regarding the voting rights linked to the shares. If you can appoint one or more UBO(s) based on ‘Voting rights’, please select the applicable size of the percentage at the question ‘What is the percentage of the interest?’ on our digital form (in your My Chamber account). For more information regarding the percentage of the interest, please see The percentage of the interest.

If you have not been able to appoint any UBO(s) based on the first and/or second category, please proceed to the third category, ‘Effective control’.

3. Effective control:

Only if you have not been able to appoint UBO(s) based on the first and/or the second category, you must check whether you can appoint UBO(s) based on the third category, ‘Effective control’. This concerns a different type of control than the aforementioned categories. For this type of control, you must upload proof of this. The size of the percentage does not apply in this case. For example, no UBO(s) can be appointed based on the first and/or the second category, however there is one natural person who has the right to dismiss and/or appoint (new) board members. In this situation this natural person can be appointed as UBO based on ‘Effective control’. If you are unable to appoint a UBO based on the third category, you must continue to the last category, ‘Directors’.

4. Directors:

If you have not been able to determine UBO(s) based on the previous categories (starting from the first option at the question ‘What is the nature of the interest of the UBO in the organization?’), you can appoint the director(s) of your organization (as registered with the Chamber of Commerce) as pseudo-UBO based on the fourth category. The size of the interest does not apply in this case either.

Please note: This concerns the directors of the organization for which you are performing the UBO registration, the organization of which a STAK manages the shares, not the directors of the STAK itself (however, these could be the natural persons).

Please note: It may happen that a natural person can be appointed as UBO based on multiple categories, in which instance you must choose the first option (going from top to bottom: 1. Economic interest, 2. Voting rights, 3. Effective control and 4. Directors) that applies.

In principle, it will be relatively rare for a UBO of a Cooperative to be appointed based on the first category ‘Economic interest’, the second category ‘Voting rights’ or the third category ‘Effective control’, however, we still request that you start at the first option (at the question ‘What is the nature of the interest of the UBO in the organization?’ on our digital form) when appointing the UBO(s) of your Cooperative:

1. Economic interest:

Whether you can appoint UBO(s) based on the first category ‘Economic interest’ depends on the number of members. If you have a maximum of three members, then these members can be appointed as UBOs based on ‘Economic interest’, as all two or three members are entitled to more than 25% of the assets. After determining the nature of the interest of the UBO, you must also determine the percentage of the interest. For more information regarding the percentage of the interest, please see the “?” at the question ‘What is the percentage of the interest?’ on our digital UBO form (in your My Chamber account) or see under The percentage of the interest. Regardless of whether you have been able to appoint UBO(s) of your Cooperative based on ‘Economic interest’, you must proceed to the second category, ‘Voting rights’.

2. Voting rights:

In addition to any UBO(s) being appointed based on the first category, you may (also) be able to appoint UBO(s) based on holding more than 25% of the votes. This will also depend on the number of members. For example, if you have a maximum of three members, these members can (depending on the distribution of votes) be appointed as UBOs based on ‘Voting rights’. If you can appoint one or more UBOs based on ‘Voting rights’, please select the applicable size of the percentage. For more information regarding the percentage of the interest, please see the “?” at the question ‘What is the percentage of the interest?’ on our digital UBO form (in your My Chamber account) or see The percentage of the interest.

Please note: It may be the case that a natural person can be appointed based on the first and the second category simultaneously, in this case you must choose the first category ‘Economic interest’.

3. Effective control:

If you have not been able to appoint UBO(s) based on the first or second category, see whether you can appoint UBO(s) based on the third category, ‘Effective control’. This concerns a different control than based on the aforementioned two categories. For example, this can be a third party that finances the cooperative (in this case you must upload evidence of this). The percentage of the interest does not apply in this case. If you are also unable to appoint UBO(s) based on the third category, you must continue to the last category, ‘Directors’.

4. Directors:

If you have not been able to determine UBO(s) based on the previous categories (starting from the first option at the question ‘What is the nature of the interest of the UBO in the organization?’), you can appoint the director(s) of your organization (as registered with the Chamber of Commerce) as pseudo-UBO based on the fourth category. The size of the interest does not apply in this case either.

In principle, , it will be relatively rare for a UBO of a Mutual Insurance Company to be appointed based on the first category ‘Economic interest’, the second category ‘Voting rights’ or the third category ‘Effective control’, however, we still request that you start at the first option (at the question ‘What is the nature of the interest of the UBO in the organization?’ on our digital form) when appointing the UBO(s) of your Mutual Insurance Company:

1. Economic interest:

Whether you can appoint UBO(s) based on the first category ‘Economic interest’ depends on the number of members. If you have a maximum of three members, then these members can be appointed as UBO(s) based on ‘Economic interest’, as all two or three members are entitled to more than 25% of the assets. After determining the nature of the interest of the UBO, you must also determine the percentage of the interest. For more information regarding the percentage of the interest, please see the “?” at the question ‘What is the percentage of the interest?’ on our digital UBO form (in your My Chamber account) or see The percentage of the interest. Regardless of whether you have been able to appoint UBO(s) of your Mutual Insurance Company based on ‘Economic interest’, you must proceed to the second category, ‘Voting rights’.

2. Voting rights:

In addition to any UBO(s) being appointed based on the first category, you may (also) be able to appoint UBO(s) based on holding more than 25% of the votes. This will also depend on the number of members. For example, if you have a maximum of three members, these members can (depending on the distribution of votes) be appointed as UBOs based on ‘Voting rights’. If you can appoint one or more UBOs based on ‘Voting rights’, please select the applicable size of the percentage. For more information regarding the percentage of the interest, please see the “?” at the question ‘What is the percentage of the interest?’ on our digital UBO form (in your My Chamber account) or see The percentage of the interest.

Please note: It may be the case that a natural person can be appointed based on the first and the second category simultaneously, in this case you must choose the first category ‘Economic interest’.

3. Effective control:

If you have not been able to appoint UBO(s) based on the first or second category, see whether you can appoint UBO(s) based on the third category, ‘Effective control’. This concerns a different control than based on the aforementioned two categories. For example, this can be a third party that finances the Mutual Insurance Company (in this case you must upload evidence of this). The percentage of the interest does not apply in this case. If you are also unable to appoint UBO(s) based on the third category, you must continue to the last category, ‘Directors’.

4. Directors:

If you have not been able to determine UBO(s) based on the previous categories (starting from the first option at the question ‘What is the nature of the interest of the UBO in the organization?’), you can appoint the director(s) of your organization (as registered with the Chamber of Commerce) as pseudo-UBO based on the fourth category. The size of the interest does not apply in this case either.

To appoint the UBO(s) of your N.V., please start at the first option/category at the question ‘What is the nature of the interest of the UBO in the organization?’ on our digital form (in your My Chamber account):

1. Economic interest:

Whether you can appoint UBO(s) based on the first category, ‘Economic interest’, depends on the shares and/or profit distribution (whether or not linked to (preference) shares or certificates). Natural persons with more than 25% of the shares and/or profit distribution can be appointed as UBO based on ‘Economic rights’. If you can appoint one or more UBO(s) based on ‘Economic rights’, please choose the applicable percentage size on our digital UBO form (in your My Chamber account). For more information regarding the percentage of the interest, please see the “?” at the question ‘What is the percentage of the interest?’ on our digital UBO form (in your My Chamber account) or see The percentage of the interest. Regardless of whether you have been able to appoint UBO(s) of your PLC based on ‘Economic interest’, you must proceed to the second category, ‘Voting rights’.

2. Voting rights:

In addition to any appointed UBO(s) based on the first category, you may (also) appoint UBO(s) based on holding more than 25% of the votes (whether or not linked to shares). If you can appoint one or more UBO(s) based on ‘Voting rights’, please select the applicable size of the percentage. For more information regarding the percentage of the interest, please see the “?” at the question ‘What is the percentage of the interest?’ on our digital UBO form (in your My Chamber account) or see The percentage of the interest.

If you have not been able to appoint any UBO(s) based on the first and/or second category, please proceed to the third category, ‘Effective control’.

Please note: It may be the case that a natural person can be appointed based on the first and the second category simultaneously, in this case you must choose the first category ‘Economic interest’.

3. Effective control:

Only if you have not been able to appoint any UBO(s) based on the first and/or second category, you may proceed to check if you can appoint UBO(s) bases on the third category, ‘Effective control’. This concerns a different type of control than based on the aforementioned two categories. The percentage of the interest does not apply in this case.

For example: No UBO(s) can be appointed based on the first and/or second category, however, there is one specific shareholder (with no more than 25% of the shares and/or voting rights) who is the only one who attends the shareholder meetings, meaning this person has the effective control and therefore can be appointed as UBO based on the third category. In a situation like this you must upload proof that the natural person has effective control, for example you can upload the minutes of the meetings. If you are unable to appoint a UBO(s) based on the third category, please proceed to the fourth category, ‘Directors’.

4. Directors:

If you have not been able to determine UBO(s) based on the previous categories (starting from the first option/category at the question ‘What is the nature of the interest of the UBO in the organization?’), you can appoint the director(s) of your PLC (as registered with the Chamber of Commerce) as pseudo-UBO based on the fourth category. The size of the interest does not apply in this case either.

Please note:

1. If your PLC is a 100% 100% daughter, granddaughter, great granddaughter, etc. of a listed organization with 100% freely tradable shares, it could be exempt from UBO registration. For more information, please see Organizations that are exempted from UBO registration.

• If your PLC is excluded from UBO registration, please contact us by e-mail (ubo@arubachamber.com) or by telephone: (+297) 582.1566;
• Please keep in mind that your organization is in principle subject to registration. If you do not comply with this obligation, you will risk a fine. For this reason, it is very important that you contact us and send all the necessary documents should your organization qualify for an exception based on the above-mentioned exemption;
• Only after the Chamber of Commerce has been able to verify that your organization is indeed exempt from UBO registration, you will no longer be obliged to register the UBO’s of your organization;
• If the situation changes so that the above is no longer the case, you may then be obliged to register the UBO(s) of your organization;

If your PLC is not exempt (please see above-mentioned information):
– First check what percentage of the shares of the listed organization are freely tradable. If the shares are 100% freely tradable, you can appoint the director(s) of the organization that is required to register their UBO, as pseudo-UBO;
– If the listed organization has more than 25% shares that are not freely tradable, you may be able to appoint UBO(s) based on the first and/or second category as described above, however this will depend on the indirect share percentage of the organization that is required to register their UBO and the shareholders of the listed company;
– If you cannot appoint UBO(s) based on the previously mentioned categories, you can appoint the director(s) of the organization that is required to register UBO(s) as pseudo-UBO based on the fourth category, ‘Directors’.

1. If the shares of your PLC are managed by an administrative office foundation (STAK), please see UBO(s) of an organization whose shares are managed by a STAK for more information.

To appoint the UBO(s) of your LLC, please start at the first option/category at the question ‘What is the nature of the interest of the UBO in the organization?’ on our digital form (in your My Chamber account):

1. Economic interest:

Whether you can appoint UBO(s) based on the first category, ‘Economic interest’, depends on the shares and/or profit distribution (whether or not linked to (preference) shares or certificates). Natural persons with more than 25% of the shares and/or profit distribution can be appointed as UBO based on ‘Economic rights’. If you can appoint one or more UBO(s) based on ‘Economic rights’, please choose the applicable percentage size on our digital UBO form (in your My Chamber account). For more information regarding the percentage of the interest, please see the “?” at the question ‘What is the percentage of the interest?’ on our digital UBO form (in your My Chamber account) or see The percentage of the interest. Regardless of whether you have been able to appoint UBO(s) of your LLC based on ‘Economic interest’, you must proceed to the second category, ‘Voting rights’.

2. Voting rights:

In addition to any appointed UBO(s) based on the first category, you may (also) appoint UBO(s) based on holding more than 25% of the votes (whether or not linked to shares). If you can appoint one or more UBO(s) based on ‘Voting rights’, please select the applicable size of the percentage. For more information regarding the percentage of the interest, please see the “?” at the question ‘What is the percentage of the interest?’ on our digital UBO form (in your My Chamber account) or see The percentage of the interest.

If you have not been able to appoint any UBO(s) based on the first and/or second category, please proceed to the third category, ‘Effective control’.

Please note: It may be the case that a natural person can be appointed based on the first and the second category simultaneously, in this case you must choose the first category ‘Economic interest’.

3. Effective control:

Only if you have not been able to appoint any UBO(s) based on the first and/or second category, you may proceed to check if you can appoint UBO(s) bases on the third category, ‘Effective control’. This concerns a different type of control than based on the aforementioned two categories. The percentage of the interest does not apply in this case.

For example: No UBO(s) can be appointed based on the first and/or second category, however, there is one specific shareholder (with no more than 25% of the shares and/or voting rights) who is the only one who attends the shareholder meetings, meaning this person has the effective control and therefore can be appointed as UBO based on the third category. In a situation like this you must upload proof that the natural person has effective control, for example you can upload the minutes of the meetings. If you are unable to appoint a UBO(s) based on the third category, please proceed to the fourth category, ‘Directors’.

4. Director(s):

If you have not been able to determine UBO(s) based on the previous categories (starting from the first option/category at the question ‘What is the nature of the interest of the UBO in the organization?’), you can appoint the director(s) of your LLC (as registered with the Chamber of Commerce) as pseudo-UBO based on the fourth category. The size of the interest does not apply in this case either.

Please note:

1. If your LLC is a 100% 100% daughter, granddaughter, great granddaughter, etc. of a listed organization with 100% freely tradable shares, it could be exempt from UBO registration. For more information, please see Organizations that are exempted from UBO registration.

• If your LLC is excluded from UBO registration, please contact us by e-mail (ubo@arubachamber.com) or by telephone: (+297) 582.1566;
• Please keep in mind that your organization is in principle subject to registration. If you do not comply with this obligation, you will risk a fine. For this reason, it is very important that you contact us and send all the necessary documents should your organization qualify for an exception based on the above-mentioned exemption;
• Only after the Chamber of Commerce has been able to verify that your organization is indeed exempt from UBO registration, you will no longer be obliged to register the UBO’s of your organization;
• If the situation changes so that the above is no longer the case, you may then be obliged to register the UBO(s) of your organization.

If your PLC is not exempt (please see above-mentioned information):
– First check what percentage of the shares of the listed organization are freely tradable. If the shares are 100% freely tradable, you can appoint the director(s) of the organization that is required to register their UBO, as pseudo-UBO;
– If the listed organization has more than 25% shares that are not freely tradable, you may be able to appoint UBO(s) based on the first and/or second category as described above, however this will depend on the indirect share percentage of the organization that is required to register their UBO and the shareholders of the listed company;
– If you cannot appoint UBO(s) based on the previously mentioned categories, you can appoint the director(s) of the organization that is required to register UBO(s) as pseudo-UBO based on the fourth category, ‘Directors’.

1. If the shares of your LLC are managed by an administrative office foundation (STAK), please see UBO(s) of an organization whose shares are managed by a STAK for more information.

To appoint the UBO(s) of your professional partnership please start at the first option/category at the question ‘What is the nature of the interest of the UBO in the organization?’ on our digital form (in your My Chamber account):

1. Economic interest:

Whether you can appoint UBO(s) based on the first category, ‘Economic interest’, depends on the number of partners, but also on the agreements set forth in the partnership contract. Think, for example, about the contribution, labor remuneration and distribution of profits.

1^st example: A professional partnership has 3 partners who all participate and divide the profit equally. All three partners can be appointed as UBOs based on the first category, as all three partners have an interest of more than 25%.

2^nd example: A professional partnership has 6 partners who all participate and share the profits equally. The partners cannot be appointed as UBO(s) based on the first category, as none of them have an interest that exceeds 25%.

3^rd example: A professional partnership has 2 partners; the contribution is 80/20 and the profit is divided in proportion to the contribution. Only the partner with 80% contribution and right to profit distribution can be appointed as UBO, as only this person has an interest that exceeds 25%.

If you can appoint one or more UBO(s) based on ‘Economic rights’, please choose the applicable percentage size on our digital UBO form (in your My Chamber account). For more information regarding the percentage of the interest, please see the “?” at the question ‘What is the percentage of the interest?’ on our digital UBO form or see The percentage of the interest. Regardless of whether you have been able to appoint UBO(s) of your professional partnership based on ‘Economic interest’, you must proceed to the second category, ‘Voting rights’.

2. Voting rights:

In addition to any appointed UBO(s) based on the first category, you may (also) appoint UBO(s) based on holding more than 25% of the votes. This also depends on the agreements laid down in the professional partnership contract. If you can appoint one or more UBO(s) based on ‘Voting rights’, please select the applicable size of the percentage. For more information regarding the percentage of the interest, please see the “?” at the question ‘What is the percentage of the interest?’ on our digital UBO form (in your My Chamber account) or see The percentage of the interest.

If you have not been able to appoint any UBO(s) based on the first and/or second category, please proceed to the third category, ‘Effective control’.

Please note: It may be the case that a natural person can be appointed based on the first and the second category simultaneously, in this case you must choose the first category ‘Economic interest’.

3. Effective control:

Only if you have not been able to appoint any UBO(s) based on the first and/or second category, you may proceed to check if you can appoint UBO(s) bases on the third category, ‘Effective control’. This concerns a different type of control than based on the aforementioned two categories. You will need to upload proof of this type of control. The percentage of the interest does not apply in this case.

For example: A professional partnership has 5 partners, however 4 of them actually follow the decision and vision of the fifth partner, therefore that partner can be appointed as UBO based on the third category, ‘Effective control’. If you are unable to appoint a UBO(s) based on the third category, please proceed to the fourth category, ‘Directors’.

4. Director(s):

If you have not been able to determine UBO(s) based on the previous categories (starting from the first option/category at the question ‘What is the nature of the interest of the UBO in the organization?’), you can appoint the partners of your professional partnership (as registered with the Chamber of Commerce) as pseudo-UBO based on the fourth category, ‘Director(s)’. The size of the interest does not apply in this case either.

To appoint the UBO(s) of your general partnership please start at the first option/category at the question ‘What is the nature of the interest of the UBO in the organization?’ on our digital form (in your My Chamber account):

1. Economic interest:

Whether you can appoint UBO(s) based on the first category, ‘Economic interest’, depends on the number of partners, but also on the agreements set forth in the general partnership contract. Think, for example, about the contribution, labor renumeration and distribution of profits.

1^st example: A general partnership has 3 partners who all participate and divide the profit equally. All three partners can be appointed as UBOs based on the first category, as all three partners have an interest of more than 25%.

2^nd example: A general partnership has 6 partners who all participate and share the profits equally. The partners cannot be appointed as UBO(s) based on the first category, as none of them have an interest that exceeds 25%.

3^rd example: A general partnership has 3 partners, one of the partners participates for 40% and the other two partners participates for 20%. Only the partner who participates for 40% can be appointed as UBO based on the first category, as only this person has an interest that exceeds 25%.

If you can appoint one or more UBO(s) based on ‘Economic rights’, please choose the applicable percentage size on our digital UBO form (in your My Chamber account). For more information regarding the percentage of the interest, please see the “?” at the question ‘What is the percentage of the interest?’ on our digital UBO form or see The percentage of the interest. Regardless of whether you have been able to appoint UBO(s) of your general partnership based on ‘Economic interest’, you must proceed to the second category, ‘Voting rights’.

2. Voting rights:

In addition to any appointed UBO(s) based on the first category, you may (also) appoint UBO(s) based on holding more than 25% of the votes. This also depends on the agreements laid down in the general partnership contract. If you can appoint one or more UBO(s) based on ‘Voting rights’, please select the applicable size of the percentage. For more information regarding the percentage of the interest, please see the “?” at the question ‘What is the percentage of the interest?’ on our digital UBO form (in your My Chamber account) or see The percentage of the interest.

If you have not been able to appoint any UBO(s) based on the first and/or second category, please proceed to the third category, ‘Effective control’.

Please note: It may be the case that a natural person can be appointed based on the first and the second category simultaneously, in this case you must choose the first category ‘Economic interest’.

3. Effective control:

Only if you have not been able to appoint any UBO(s) based on the first and/or second category, you may proceed to check whether you can appoint UBO(s) based on the third category, ‘Effective control’. This concerns a different type of control than based on the aforementioned two categories. You will need to upload proof of this type of control. The percentage of the interest does not apply in this case.

For example: There are 4 partners who all participate and divide all the profits equally in the general partnership. These partners cannot be appointed as UBO based on the first and second category, as their interest/voting rights does not exceed 25%. However, in practice, one of the partners makes all decisions and can therefore be appointed as UBO based on ‘Effective control’. If you are unable to appoint a UBO(s) based on the third category, please proceed to the fourth category, ‘Directors’.

4. Director(s):

If you have not been able to determine UBO(s) based on the previous categories (starting from the first option/category at the question ‘What is the nature of the interest of the UBO in the organization?’), you can appoint the partners of your general partnership (as registered with the Chamber of Commerce) as pseudo-UBO based on the fourth category, ‘Director(s)’. The size of the interest does not apply in this case either.

To appoint the UBO(s) of your limited partnership please start at the first option/category at the question ‘What is the nature of the interest of the UBO in the organization?’ on our digital form (in your My Chamber account):

1. Economic rights:

Whether you can appoint UBO(s) based on the first category, ‘Economic interest’, depends on the number of partners, but also on the agreements set forth in the limited partnership contract. Think, for example, about the contribution, labor renumeration and distribution of profits.

1^st example: A limited partnership has 3 partners, including 1 managing partner and 2 silent partners, who all participate and divide the profits equally in the limited partnership. All 3 partners can be appointed as UBO based on the first category, as all have an interest of more than 25%.

2^nd example: A limited partnership has 6 partners, 2 managing partners and 4 silent partners, who all participate and divide the profits equally in the limited partnership. The partners cannot be appointed as UBOs based on the first category, as their interest does not exceed 25%.

3^rd example: A limited partnership has 3 partners, 1 managing partner who participates for 40% and 2 silent partners who participate for 20% in the limited partnership. Only the managing partner can be appointed as UBO based on the first category, as only this person has an interest of more than 25%.

If you can appoint one or more UBO(s) based on ‘Economic rights’, please choose the applicable percentage size on our digital UBO form (in your My Chamber account). For more information regarding the percentage of the interest, please see the “?” at the question ‘What is the percentage of the interest?’ on our digital UBO form (in your My Chamber account) or see The percentage of the interest. Regardless of whether you have been able to appoint UBO(s) of your limited partnership based on ‘Economic interest’, you must proceed to the second category, ‘Voting rights’.

2. Voting rights:

In addition to any appointed UBO(s) based on the first category, you may (also) appoint UBO(s) based on holding more than 25% of the votes. This also depends on the agreements laid down in the limited partnership contract. If you can appoint one or more UBO(s) based on ‘Voting rights’, please select the applicable size of the percentage. For more information regarding the percentage of the interest, please see the “?” at the question ‘What is the percentage of the interest?’ on our digital UBO form (in your My Chamber account) or see The percentage of the interest.

If you have not been able to appoint any UBO(s) based on the first and/or second category, please proceed to the third category, ‘Effective control’.

Please note: It may be the case that a natural person can be appointed based on the first and the second category simultaneously, in this case you must choose the first category ‘Economic interest’.

3. Effective control:

Only if you have not been able to appoint any UBO(s) based on the first and/or second category, you may proceed to check if you can appoint UBO(s) based on the third category, ‘Effective control’. This concerns a different type of control than based on the aforementioned two categories. You will need to upload proof of this type of control. The percentage of the interest does not apply in this case.

For example: There are 3 managing partners and 2 silent partners, who all participate and divide all the profits equally. These partners cannot be appointed as UBO(s) based on the previous categories, as their interest/ voting rights does not exceed 25%. However, in practice, one of the managing partners makes all the decisions and can therefore be appointed as UBO based on ‘Effective control’. If you are unable to appoint a UBO(s) based on the third category, please proceed to the fourth category, ‘Directors’.

4. Director(s):

If you have not been able to determine UBO(s) based on the previous categories (starting from the first option/category at the question ‘What is the nature of the interest of the UBO in the organization?’), you can appoint the managing partners of your limited partnership (as registered with the Chamber of Commerce and thus only appoint the managing partners and not the silent/limited partners) as pseudo-UBO based on the fourth category, ‘Director(s)’. The size of the interest does not apply in this case either.

To appoint the UBO(s) of your trust, we request that you start with the first option/category, ‘Founder/settlor’, below and examine all 5 options/categories to see whether you can appoint or exclude a UBO at each option/category. The founder/settlor and the trustee can always be appointed as UBOs alongside each other. If there is a protector, then this natural person can also be appointed as a UBO, in addition to the founder/settlor and the trustee. Whether the beneficiary(ies) and possibly one or more other natural persons can be appointed as UBO depends on the specific circumstances of the trust.

1. Founder/settlor:

The (natural person behind the) founder/settlor can always be appointed as UBO. To register the founder/settlor as UBO, please select ‘Director(s)’ at the question ‘What is the nature of the interest of the UBO in the organization?’ and select ‘Not applicable’ at the question ‘What is the percentage of the interest?’ on our digital UBO form (in your My Chamber account).

2. Trustee:

The (natural person behind the) trustee can also always be appointed as UBO. To register the trustee as UBO, please select ‘Effective control’ at the question ‘What is the nature of the interest of the UBO in the organization?’ and select ‘Not applicable’ at the question ‘What is the percentage of the interest?’ on our digital UBO form (in your My Chamber account).

3. Protector:

If a protector has been appointed, then this (natural person behind the) protector can always be appointed as UBO. To register the protector as UBO, please select ‘Effective control’ at the question ‘What is the nature of the interest of the UBO in the organization?’ and select ‘Not applicable’ at the question ‘What is the percentage of the interest?’ on our digital UBO form (in your My Chamber account).

4. Beneficiary/beneficiaries:

The (natural persons behind the) beneficiaries can also always be appointed as UBOs (regardless of the percentage of their interest). To register the beneficiary(ies), please select ‘Economic rights’ at the question ‘What is the nature of the interest of the UBO in the organization?’ and select ‘Not applicable’ at the question ‘What is the percentage of the interest?’ on our digital UBO form (in your My Chamber account).

Please note: If the individual persons who are the beneficiaries cannot be determined, then the group of persons in whose interest the trust is primarily established or operates may be appointed as UBOs, in this case please contact us by email: ubo@arubachamber.com or by telephone: (+297 582.1566), before you proceed with the UBO registration.

5. Other natural persons:

If there are one or more natural persons who can exercise ultimate control over your trust through direct or indirect ownership or through other means, then those persons can also be appointed as UBO(s). To register these natural persons as UBO, please select ‘Effective control’ at the question ‘What is the nature of the interest of the UBO in the organization?’ and select ‘Not applicable’ at the question ‘What is the percentage of the interest?’ on our digital UBO form (in your My Chamber account).

In principle, every organization that must register in the Trade Register of the Chamber of Commerce must register UBO(s) (for exceptions to this, please see Organizations that are exempted from UBO registration) including foreign legal entities or companies. These are, including but not limited to, private company (in Dutch: Besloten Vennootschap or B.V.), Limited (Ltd.), Limited Liability Company (LLC), private foundation (in Dutch: Stichting Particulier Fonds or SPF) etc. It may also be the case that your organization is part of a corporate structure and therefore you must appoint or exclude the possibility of UBO(s) of an organization that is ‘above’ (according to the corporate structure) your organization.

To appoint the UBO(s) of a foreign legal entity or company will depend on what type the organization is. As a starting point, you can use the information included in Determining the UBO(s) (in general). To appoint the UBO(s) of your private company (in Dutch: Besloten Vennootschap or B.V.) you can use the information found in UBO(s) of a Public limited liability company or PLC (in Dutch: Naamloze vennootschap or NV) as inspiration. Should you have any questions regarding this, please contact us by email: uba@arubachamber.com or by telephone: (+297) 582. 1566.