Client Acceptance Portland Partners
Introduction
Integrity:
Portland Partners is a boutique corporate services firm. Our two managing directors provide a combined
60 plus years of experience in corporate services. Our personal touch and direct lines of communication
provide an almost instant access to this wealth of experience and ensures all your corporate needs are
met.
Corporate service companies in the Netherlands are supervised by the Dutch central bank (‘De
Nederlandse Bank’). The goal of the DNB is to ensure that a standard of high integrity of the Dutch
financial sector is maintained. Therefore a license granted by the DNB is required in order to perform
corporate services in the Netherlands. Furthermore corporate service companies are required to obtain
certain information from their clients to ensure their integrity and in turn the integrity of the Dutch
financial sector as a whole.
Portland Partners strives to meet the highest ethical standards and wants to make sure there is never
any doubt regarding the integrity of Portland Partners and in turn, the Dutch financial sector. We feel
strongly about solid corporate governance and thus want to make sure we know our clients’ every
aspect. This, in combination with the rules and regulations from the Dutch Financial Supervision Act
(‘Wft’), the Dutch Anti Money Laundering and Terrorist Financing Prevention Act (‘Wwft’), the Act on
the Supervision of Trust Offices (‘Wtt’) and the Sanctions Act 1977 (‘SW’) causes us to request the
information outlined in this memo.
The First Step in Client Acceptance:
Integrity is key for us at Portland Partners. That’s why our starting point in meeting a new client is always
a request for an organogram of the group, what the intended activities of the group are and what the
motive for the group structure is. These three elements enable us to judge the integrity of our potential
client. The intended tax position is also a relevant part of this; structures with the mere intention of tax
avoidance are not a possibility anymore in the current fiscal climate.
Therefore our first step in our client acceptance procedure is a request for:
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An organogram;
What the intended activities of the group will be;
What the motive for the group structure is;
What the tax position of the group is.
Once you have provided us with this information, we’ll be able to inform you whether your company
matches our profile.
If your company then matches our profile we would be more than happy to start our business alliance
and make sure your every request is met once you’ve provided us the requested information outlined
below. This way we can build a long lasting relationship based on mutual transparence and trust.
An outline of the requested information
Ultimate Beneficial Owner:
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We need to identify our client’s contact person through a passport copy. We need to verify the
copy either in person or through a copy certified by a notary or a lawyer.
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If there are individuals who hold a direct or indirect aggregate interest of 10% or more of the
capital interest in the parent company of the group (which the Dutch company will become a
part of), or is able to exercise more than 10% of the voting rights of a shareholders meeting in
the parent company or in some way is able to exercise actual control over the parent company
this individual is considered to be an ‘ultimate beneficial owner’ (UBO).
Every UBO must be identified through a passport copy. We need to verify the copy either in
person or through a copy certified by a notary or a lawyer.
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In case an UBO is politically active or was politically active in the past three years the UBO is
considered to be ‘politically exposed person’ (PEP). If this is the case, we need to be informed
of this and on what level of politics the UBO was active (municipal, regional, national).
If any relatives of the UBO are or were politically active in the past three years we also need to
be informed of this.
In case the group doesn’t have an UBO and/or is listed we need information to substantiate
this. This could be done by providing a shareholder register.
Corporate Structure:
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We need an organogram of the group the Dutch company will become a part of. The
organogram needs to show the ownership percentages on every level, the country of residence
of each entity in the organogram and in case there is(are) an UBO(s) they need to be shown in
the organogram above the parent company as well. We need the corporate documents of the
parent company and all the intermediate companies until the Dutch company; the shareholder
register, incorporation documents (deed of incorporation; chamber of commerce excerpt). If
the Dutch company has any subsidiaries we will need this information for these companies as
well.
Further to the organogram we need to be informed of the purpose of the group structure. What
is the purpose of the different companies in the group and what will be the purpose of the
Dutch company in the group? What motive do you have for adding a Dutch company (financial,
fiscal, etc.) and why have you chosen the Netherlands (and not some other country) for this
motive (fiscal climate, large treaty network, large financial sector, etc.)?
Source of Income/Funding:
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How will the Dutch company be financed? And how is the group financed? Mostly with equity
or with loans? And if the group is financed with loans, which banks have provided these loans?
Further to that we have to be informed about how the UBO (in case of an UBO) has accumulated
his wealth. What is his current source of income and what is his estimated wealth? Could you
provide us with a curriculum vitae of the UBO and what the previous sources of income have
been? We would also like the most recent tax return from the UBO.
What will be the intended flow of funds incoming and outgoing to and from the Dutch company
(dividends, loans, royalty’s, etc.)? And will there be any assets in the Dutch company? If so, what
is the origin of these assets?
Acceptance
Once you have provided us with this information in pdf, followed by its original form we can, upon
review whether everything is in order, formally accept you as our client. Once we have done our due
diligence we’ll inform you of our decision to start our alliance.
We highly appreciate and thank you for your cooperation.
PORTLAND PARTNERS B.V.
Corporate Services
World Trade Center Schiphol
Schiphol Boulevard 127
1118 BG Schiphol Amsterdam
P.O. Box 9347
1006 AH Amsterdam
T + 31 20 700 5516
F + 31 20 700 5517
M+ 31 610889 322
www.portlandpartners.nl
Licensed by The Dutch Central Bank