Dear Weekender,
Starting July 1, businesses in Sint Maarten that fail to register their Ultimate Beneficial Owner (UBO) could face fines of up to XCG 50,000. The Chamber of Commerce and Industry of Sint Maarten (COCI) recently announced that it will begin enforcing compliance of the UBO registration requirements.
Why a UBO register?
In line with global efforts to enhance financial integrity, Sint Maarten has introduced the UBO register – a key measure aimed at promoting corporate transparency and upholding Sint Maarten’s international obligations under international anti-money laundering standards, including those set by the Financial Action Task Force (FATF).
The UBO register is designed to identify the natural persons who ultimately own or control a company, including those who do so indirectly through complex structures. By requiring businesses to disclose this information, authorities gain access to reliable data on the true individuals behind corporate entities.
This initiative not only strengthens law enforcement and regulatory oversight but also encourages responsible business conduct. It offers a clear framework for accountability and helps foster a secure, transparent, and compliant business environment in Sint Maarten.
And don’t worry; it’s not a public list. Only competent authorities, such as the Tax Inspectorate, the Public Prosecutor’s Office, the Financial Intelligence Unit and the Central Bank of Curaçao and Sint Maarten can access it when needed.
Who qualifies as an UBO?
Simply put, it’s the natural person who owns or controls your business even behind the scenes. In most cases, this includes individuals who directly or indirectly hold at least 25% of the shares or voting rights, or who otherwise exercise effective control. If no one fits that description, the company’s top manager must be registered instead.
Which entities are required to register?
If you own or manage a company, foundation, partnership, trust, or even a foreign entity doing business in Sint Maarten, this applies to you. Please note that sole proprietorships are excluded from this requirement, as they do not constitute separate legal entities.
Registration and update requirements
Entities must register UBO information within seven days of incorporation or of any change in beneficial ownership. Registrations are submitted using Form I-F, while updates are submitted using Form I-A. These forms must be filed electronically via the COCI portal and accompanied by the required supporting documentation.
The following information must be provided:
- Full name, date of birth, nationality, and residential address of the UBO.
- Nature and extent of the beneficial interest.
- Supporting documents such as the share register, organizational chart, and valid identification.
If your business is already in the trade register, you have until July 1 to submit the required information. No penalties will be issued if you register before then. After that, the clock runs out.
Sanctions for non-compliance
As stated above, failure to register or update UBO information may result in administrative fines of up to XCG 50,000. However, please note that in cases of deliberate non-compliance or fraudulent disclosure, criminal sanctions may also be imposed.
Conclusion
UBO registration is more than just an administrative formality. With the COCI announcement to begin enforcing penalties after July 1, 2025, compliance has become a pressing priority. It plays a vital role in ensuring corporate transparency and combating financial crimes. All legal entities are required to identify and register their UBOs accordingly. If you require assistance in determining the UBO of your entity or in completing the registration process, our team is ready to provide expert guidance and support.
Yours sincerely,
Caroline Van Hees & Nicole Echobardo
HBN Law & Tax
