Court clarifies what Chamber may require for UBO registration, orders acceptance of filings limited to what current law supports

GREAT BAY--The Court in First Instance of St. Maarten has ruled in summary proceedings on Friday, January 9, that the Chamber of Commerce and Industry (COCI) must accept, process, and register UBO filings submitted by four local entities that brought a case against COCI, but only to the extent the requested information is supported by the laws and decrees currently in force. The court also held that certain additional items requested by the Chamber lacked a sufficient legal basis at this time.

The ruling comes against the backdrop of St. Maarten’s implementation of the Ultimate Beneficial Owner (UBO) register, a corporate transparency measure tied to international anti money laundering standards, including those promoted by the Financial Action Task Force (FATF). As of 1 July 2025, businesses in St. Maarten that failed to register their UBOs could have faced fines of up to XCG 50,000. The UBO register is intended to identify the natural persons who ultimately own or control a company, including indirect control through layered structures, so that authorities can access reliable information about the individuals behind corporate entities.

In practical terms, the court’s decision confirms that the UBO registration requirement is enforceable under existing law, and that the Chamber may request and verify information supported by that framework. It also makes clear that expanding mandatory fields, requiring additional declarations (such as tax information), or retaining broader documentation as a condition of registration would require an explicit legal basis established through legislation.

In other words, unlike Curacao where UBO is supported by legislation passed by its Parliament, similar legislation on St. Maarten is delayed in a vastly undermanned legal affairs department of the Government of St. Maarten. As that legislation has not yet been adopted, the Court could not agree with the additional requirements under the UBO structure. The decision could be interpreted as temporary until the legislation is passed, reportedly mid-2026 or before. The court also did not award any requested penalties.

Let's break it down. What was the dispute about?

Four St. Maarten entities (the claimants) brought the case after the Chamber refused to process their submitted UBO registration forms because, according to the Chamber, the filings were incomplete. The court described the filing process as requiring completion of the Model I-F form through the Chamber’s digital portal, printing the resulting PDF, signing it, and submitting it to the Chamber. The claimants submitted signed forms, but did not provide all of the additional information and supporting items the Chamber asked for. The Chamber returned the submissions with an overview of what it considered missing.

The claimants argued that they were obligated to provide only what the applicable trade register rules require, and that the Chamber was demanding more than the current legal framework allows (again, no legisltaion). They asked the court to order the Chamber to register their filings without the extra requirements, and they also requested a penalty payment in case of noncompliance.

The Chamber’s position

The Chamber argued the matter did not belong in summary proceedings because there was no urgency, and said the companies could comply immediately by providing the requested supporting documents. It also maintained that registering incomplete or unverifiable UBO data could conflict with the trade register framework and with broader anti money laundering expectations. The Chamber further argued that the claim against its Secretary, an employee of the Chamber executing her function, should not proceed.

What the court decided

The court found the matter was urgent, noting that businesses are legally required to provide registration information and may face sanctions for failing to do so. The court did not accept the argument that urgency disappeared simply because the companies could choose to submit everything the Chamber requested, because the core dispute was whether those additional demands were legally grounded.

On the claim against the Secretary, the court declared the claimants inadmissible, holding that the Secretary’s role and actions in this context are part of the Chamber’s functions, not a separate basis for liability alongside the institution.

The court also addressed references to draft UBO legislation raised in the proceedings, stating that it is exceptional for a court to base a decision on provisions that are not in force, particularly where it is uncertain whether and when they will become law. The decision, the court emphasized, had to be based on the legal rules currently in effect.

What information the court said can be required now

A central part of the ruling is the court’s distinction between what the existing rules already support and what would require additional legislation.

The court indicated that the Chamber may require UBO details that are grounded in the existing framework, including identity related information referenced in the decision such as the UBO’s name, home address, date of birth, and nationality, as well as signature and initials. The court also accepted that a current shareholder register may be required.

At the same time, the court held that, at present, there was no statutory basis for requiring certain additional items that were being demanded as conditions for registration, including a UBO declaration and requests for a CRIB number and a “Tax ID declaration.” On those points, the court agreed with the claimants that the Chamber could not treat those items as mandatory prerequisites under the current rules.

Verification, and limits on document handling

The ruling recognizes that the Chamber may request supporting evidence for verification purposes, but it distinguishes between verifying information and retaining additional documents. In describing the verification process, the court referred to the ability to check supporting materials and then proceed to registration, while noting that storage of documents would require a legal basis. The court also noted that UBOs must be given an opportunity to show data “live,” after which the registration process proceeds under the relevant provisions.

The court further noted that, while the Model I-F form is presented as a “Closed Registry Form” and the Chamber stated that UBO information would be kept in a separate secure database accessible only to designated institutions, the Chamber had not sufficiently substantiated, in the court’s view, how additional non listed documents would be protected.

The orders made by the court

The court ordered the Chamber to accept, process, and register the claimants’ completed and signed Model I-F forms, limited to the items the court identified as properly required under the current legal framework, including the required UBO data fields and the shareholder register.

The court declined to impose the requested penalty payment. It also ordered the Chamber to pay the claimants’ legal costs. The remainder of the claims was rejected.

‍