Beneficial Ownership

In 2018, the New Zealand Ministry of Business Innovation and Employment issued a discussion document regarding transparency of the beneficial ownership of New Zealand companies and limited partnerships. The document canvassed why transparency of beneficial ownership is important, and why the existing tools are insufficient for minimising the misuse of corporate entities. Various options were canvassed for increasing transparency of beneficial ownership. The approaches adopted in a number of jurisdictions and in the European Union were canvassed, with reference given to the Financial Action Taskforce (FATF) Recommendation 24. More recently the FATF has released Recommendation 25, including recommendations relating to the transparency and beneficial ownership of “legal arrangements”, including trusts. Where is New Zealand at in terms of these proposals? The answer is: not very far along the road. In relation to companies, a project to review and reform company law was announced in August 2024 by the centre right coalition government. However, the proposed reforms did not give consideration to creation of a beneficial ownership register, which has caused some consternation with NGOs such as Transparency International. It would seem that under the current government, the introduction of such registers is not a priority matter, however, it is probably

On 1 January 2025, new Dutch legislation concerning the classification of foreign entities was introduced. The Decree on the Comparison of Foreign Legal Forms aims to improve the legal framework for classifying foreign legal forms for Dutch corporate income tax purposes. The goal is to mitigate double taxation and prevent double non-taxation resulting from classification mismatches between the Netherlands and other jurisdictions. The new rules particularly affect certain types of investment into the Netherlands and from the Netherlands. Partnerships Prior to 2025, Dutch tax law distinguished between open and closed limited partnerships based on the unanimous consent requirement (ie all the partners had to agree to the appointment of a new partner). Foreign limited partnerships were deemed to be comparable with Dutch CVs (limited partnerships), and therefore treated the same way for tax purposes. The new decree revokes the unanimous consent requirement, and establishes that all CVs and foreign partnerships are, by default, transparent for tax purposes, regardless of a unanimous consent provision in the partnership agreement of the CV. Also, mutual funds (fonds voor gemene rekening, FGR) and transparent funds1 are always considered transparent under the decree, taking precedence over the comparison method. The new rules mean that certain types

Another year has gone by since the UK Parliament passed a law calling for the Government to order its Overseas Territories to implement public registers of beneficial owners of partnerships. It’s been six years since the law was passed, and four years since such order was formally informed.   Despite rumours and press campaigns, we can affirm – with pleasure – that the British Virgin Islands (the BVI) have managed to postpone the creation of a Register of Ultimate Beneficial Owners, accessible to the public in general, yet remaining sanction-free as regards international bodies.   Spoiler alert: that will remain unchanged. In contrast to what you may read about in the media, or to the information that your financial advisors and/or partnership providers in other offshore jurisdictions – not specifically trained in wealth planning issues – may provide you with, in the BVI there is not, and there won’t be, any publicly accessible beneficial owner register.   So, what is happening in the BVI, and what will be the effects on those holding partnerships in that jurisdiction? Since my last reference to this subject here was over one year ago, and since certain changes effectively entered into force in 2025, it