Dutch Central Shareholders Register Chamber of Commerce

In tackling financial economic fraud, the central shareholders register which was announced earlier will be part of the Trade Register which is managed by the Chamber of Commerce. Minister Opstelten of Security and Justice writes this also on behalf of the Minister of Finance and the Minister of Economic Affairs in a letter to Parliament.

Minister Opstelten moreover informs Parliament in a letter on the progress of the legislation programme on the Recalibration of Bankruptcy Law to keep a healthy business climate in the Netherlands.

The aim of the intended register is to make transparent who are involved in a companyas shareholders.  Presently, it often takes supervisory bodies and investigation services too much time to find out who hide behind a limited company, an unlisted public limited company or a construction with several registered companies.

The advantage of the central shareholders register in the hands of the Chamber of Commerce is that the information on legal persons, their administrators and shareholders will then be available at a central place. Investigation services can have information faster when tackling financial economic fraud that way.

Moreover, having the central shareholders register come under the Chamber of Commerce, limits the costs for citizens and businesses. "The optimal use of the existing infrastructure and the prevention of avoidable costs are of great importance in these economic times", Minister Opstelten said.

The goal is to send a proposal to Parliament late this year with the Minister of Economic Affairs to amend the Trade Register Decree, which will hold further rules for the central shareholders register.

Modernisation bankruptcy law

Mr Opstelten also wants to modernise bankruptcy law firmly through six bills in this cabinet period. Very soon a bill with measures to step up and improve the tackling of bankruptcy fraud will be consulted on. Frauds now often have a lucky escape. A legal regulation for a Dutch variety of the so called pre-pack will follow after the summer. Thus, a restart can be achieved of business units which have remained healthy.

A bill on the introduction of a civil administration ban was placed on the internet for consultation already last March. This ban ensures that administrators can be banned from administration for a maximum of five years when they are guilty of maladministration.

There will also be a bill in the spring of 2014 which enables the appointment of a silent administrator, facilitates an agreement besides the bankruptcy and promotes the continuity of companies. The minister wants to prevent bankruptcies as much as possible with his programme and if it turns out that that is not possible, make restarts easier. Financial problems are best solved when recognised and tackled at an early stage. That is why Mr Opstelten focuses first on measures which encourage companies to seek help in time if they are in danger of insolvency.

The measures focus on the facilitation of reorganisation, restructuring and restart of businesses which in themselves are healthy. The silent administratior and the compulsory agreement besides the bankruptcy are useful instruments for situations in which there are financial problems, but bankruptcy can still be avoided. In the pre-pack a restart is already prepared before an unavoidable bankruptcy. Also when the bankruptcy is already there, there may still be room for a restart. Mr Opstelten therefore wants to enable the receiver to have sufficient possibilities to survey the chances for a restart while a company is in receivership.

The minister finally wants to strengthen the position of the receiver and to modernise bankruptcy procedures. A stronger position of the receiver should lead among other things to potential fraud in bankruptcies being detected earlier. A bill on this issue will be consulted on in the autumn. New bankruptcy procedures have to become more effcient and transparent. Moreover, the procedure has to meet the demands of modern, digital time and be completed in a proper period of time. Electronic messaging and the possibilities of internet will be utilised better. This new legal regulation will also be consulted on in the spring of 2014.