Who must register?
Every company and legal entity in the Netherlands must register as such in the trade register.
What do we mean by “company”?
The definition of a company for the purposes of registration in the trade register is not necessarily the same as the definition of a company for Inland Revenue or taxation purposes. The concept of a company for the purposes of the Chamber of Commerce is broader than what is generally understood to be a company. The six criteria set out below are derived from past legal judgments.
- The entrepreneur carries out 'regular business activities'.
- These activities are carried out for payment.
- The entrepreneur acts independently, at his own expense and risk.
- The entrepreneur acts openly and in competition with others.
- The entrepreneur participates in business dealings in an organized relationship, geared towards cooperation between people, capital and/or goods.
- There is an intention to make profit or cost-savings. This is a broader definition than the normal concept of profit. It is not important whether the entrepreneur actually makes a profit or cost-savings, providing that this is his or her goal.
Compulsory registration for legal entities
The following legal entities must always register in the trade register:
- Private company with limited liability (BV)
- Company limited by shares (NV)
- Mutual insurance society
- European Economic Joint Venture (EESV)
- Formal association (articles set out in a notarial deed)
Foreign management of a Dutch legal entity
A foreign legal entity which is only active in the Netherlands in a management role is not considered to be a company. The foreign company is not therefore required to register itself as a company in the Dutch trade register. However a Dutch legal entity which is managed by a foreign company is required to register information concerning the management/foreign legal entity.
Foreign company as a partner or managing partner in a VOF or CV
A foreign company which acts as a managing partner in a Dutch VOF (partnership) or CV (limited partnership) is regarded by the Chamber of Commerce as a company. This is because the foreign company itself is involved in business and legal dealings in the Netherlands; this managing partner of a VOF or CV is tied up with the assets of the foreign company. The foreign company acting as a managing partner therefore satisfies the six criteria which define a company with regard to the Chamber of Commerce and must therefore register separately, in addition to the Dutch VOF or CV.