Determining the UBO’s of your organization

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.

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), 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?’.

Beneficiaries:

If there are (one or more) beneficiaries, then (the natural person behind the beneficiaries) they can always be appointed as UBO. To register the beneficiaries as UBOs, please see our digital UBO form 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 ext. 345 or 346 before proceeding with the UBO registration.

Other natural persons:

If there is one or more other natural persons who exercises ultimate control over your foundation through direct or indirect ownership or through other means, then that person can also be appointed as UBO. To register that natural person as UBO, please see our digital UBO form 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.

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.

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).

Certificate holders:

Whether the (natural person behind the) certificate holder(s) can be appointed as UBO and the nature of the interest depends on the rights and powers of the certificate holder(s) as included in the articles of association and/or the administrative conditions. 

Other natural persons:

If there is 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, the percentage of the interest does not apply in this case.

UBO(s) of an organization whose shares are managed by a STAK

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:

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.

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

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. 

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’.

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’.

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 the organization for which you are performing the UBO registration (as registered with the Aruba Chamber) 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 cooperative/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 cooperative/association will be appointed as pseudo- UBO(s). 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/ association:

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. Regardless of whether you have been able to appoint UBO(s) of your cooperative/ association based on ‘Economic interest’, you must proceed to the second category, ‘Voting rights’.

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. 

👉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’.

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/association (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’.

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 Aruba Chamber) 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./VBA, 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):

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. Regardless of whether you have been able to appoint UBO(s) of your N.V./VBA based on ‘Economic interest’, you must proceed to the second category, ‘Voting rights’.

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. 

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’.

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’.

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 N.V./VBA (as registered with the Aruba Chamber) as pseudo-UBO based on the fourth category. The size of the interest does not apply in this case either.

👉Please note: If your N.V./VBA is a 100% daughter, granddaughter, great granddaughter, etc. of a listed organization with 100% (or at least 75%) freely tradable shares, it could be exempt from UBO registration. 

For more information, please see UBO-register → Who Must Register UBO(s).

To appoint the UBO(s) of your 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):

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.

1st example: A partnership has 3 (one or more silent) 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%.

2nd example: A partnership has 6 (one or more silent)  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%.

3rd example: A partnership has 2 (one or more silent) 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. Regardless of whether you have been able to appoint UBO(s) of your partnership based on ‘Economic interest’, you must proceed to the second category, ‘Voting rights’.

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 partnership contract. If you can appoint one or more UBO(s) based on ‘Voting rights’, please select the applicable size of the percentage.

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’.

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 partnership has 5 (one or more silent ) 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’.

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) 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.

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.

Trustee/ Protector:

The (natural person behind the) trustee/protector can also always be appointed as UBO. To register the trustee/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.

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.

👉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 ext. 345 or 346, before you proceed with the UBO registration.

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 principle, every organization that must register in the Trade Register of the Aruba Chamber must register UBO(s) (for exceptions to this, please see Who Must Register UBOs) 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.

Appointing the UBO(s) of a foreign legal entity or company will depends on the type of organization. As a starting point, you can use the information included in Determining the UBO(s). For example, 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 N.V./VBA (in Dutch: Naamloze vennootschap or N.V.) as inspiration. 

Should you have any questions regarding this, please contact us: ubo@arubachamber.com or (+297) 582 1566 ext. 345 or 346.