The trade register is the public register of businesses and legal entities in the Netherlands, kept by the Chamber of Commerce (Kamer van Koophandel, KVK). Every company, foundation, association and sole trader active in the Netherlands must be registered in it.
Legal basis
The register is governed by the Trade Register Act 2007 and the implementing decree. Registration records the entity’s name, legal form, seat and business address, its objects and activities, its directors and their powers of representation, any authorised signatories, and the ultimate beneficial owners in the separate UBO register.
Article 25 of the Act contains the protection of third parties. A party dealing with the company may rely on what the register shows, unless it knew the register was inaccurate. A director whose resignation was never registered can therefore still bind the company towards a counterparty acting in good faith.
How it works in practice
Changes must be filed within one week. The most consequential entry is the representation authority: whether directors act independently or jointly, and whether a limit applies. A limit recorded in the register is enforceable against third parties; one agreed only internally, in a board regulation or shareholders’ agreement, generally is not.
The annual accounts are filed with the same register. For most small B.V.s the deadline is eight days after adoption, and at the latest twelve months after the financial year end.
Where it goes wrong
Departing directors regularly assume that resignation ends their exposure. It does not: until the deregistration is filed they remain visible as directors, with the risks that carries in a later bankruptcy. On the other side, buyers often check the register on the day of signing and not again on completion, missing a change made in between.
Related terms
See also directors’ liability, private limited company and dissolution and liquidation.
Our corporate lawyers in the Netherlands advise on registration, representation and the consequences of incorrect entries.
