Explaining the Netherlands Company Register (KVK)
Aug 6, 2022
Dutch companies can come in many legal forms and with different requirements, but they must all be registered at the Netherlands Company Register (in Dutch: Kamer van Koophandel). But if you want to register a new company in the Netherlands, you cannot actually do this at the Company Register. In this article we will explain why this is, and what the role of the Netherlands Company Register is.
The Netherlands is part of the continental Civil Law system. This means the Civil Law Notary plays a big role in the Dutch economic life. A Civil Law notary is similar to an Anglo Saxon attorney-at-law, except that he or she takes a more neutral position towards clients and focuses on important economic transactions such as transfers of real estate ownership, drafting and execution of last wills and incorporations and share transfers of Dutch limited liability companies. A Civil Law Notary is therefore not similar to an Anglo Saxon Notary.
Role of the Notary
Any incorporation of a new Dutch company, or share transfer or share emission for that matter, needs to be executed by a Dutch Civil Law Notary. He or she is tasked by Dutch law to perform the following actions (among others):
identify the founders
identify any other Ultimate Beneficial Owners (UBO’s) besides the founders
perform the required background and KYC checks
draft a correct deed of incorporation
make sure the founders understand what’s written in this deed (the so-called “explanation duty”)
execute the deed
register the company at the Netherlands Company Register.
If you register a new company in the Netherlands, you will therefore not have direct contact with the Company Register. The Notary does this for you. There is one exception to this rule: the Eenmanszaak. This is essentially a natural person with a company registration. There is no limitation of liability, which means the founder is wholly liable for all debts of the company and claims of creditors. In order to register an eenmanszaak, you have to make an appointment at the Dutch Company Register. If you want to know more about the difference between the Eenmanszaak and the Dutch BV, check this article.
Other functions of the Company Register
After the registration of your company at the Company Register you can get the following things done there:
Filing of the annual accounts
Registering or deregistering directors
Changing the mandate of directors
Adding a trade name
Terminating and deregistering your company
When the Notary registers your new company at the Netherlands Company Register, he or she also registers the identity of all directors who are able to represent the company. It is also possible to register a mandate for director’s capacity to represent the company. For example: “the directors must all sign together” or “the directors are individually authorized to sign contracts up to € 20,000”. The Company Register is public and everybody can consult the information in there. This is necessary for example when entering into a contract with a counterparty, and you wish to make sure the other side is correctly represented. The Company Register may also show who is the shareholder of the company, but only if there is one shareholder who holds 100% of the shares of the company. If there are multiple shareholders, their identity will not be displayed. But you can request the deed of incorporation of a company at all times at the Netherlands Company Register. This deed always shows the identity of the shareholders.
Lastly, the Netherlands Company Register is the place where you are required to file the company’s annual accounts, after they have been adopted by the Annual Meeting of Shareholders of the Company. This means you can also check out the Annual Accounts of your competitors in the Company Register. If you want a step by step guide on the incorporation process of a Dutch BV check here.