Every company and legal entity in the Netherlands must register as such in the trade register. What do we mean by 'company'?

'Company' according to the Chamber of Commerce

The definition of a company for the purposes of registration in the trade register does not necessarily have to be the same as the definition of a company for Inland Revenue purposes. The concept of a company for Chamber of Commerce purposes is broader than what is generally understood to be a company. The six criteria set out below are derived from past legal
judgements.

Criteria for the registration of a company

1. The entrepreneur carries out 'regular business activities'.

1. These activities are carried out for payment.

1. The entrepreneur acts independently, at his own expense and risk.

1. The entrepreneur acts openly and in competition with others.

1. The entrepreneur participates in business dealings in an organized relationship, geared  towards cooperation between people, capital and/or goods.

1. 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:

1.       Private company with limited liability (BV)

2.       Company limited by shares (NV)

3.       Cooperative

4.       Mutual insurance society

5.       European Economic Joint Venture (EESV)

6.       Formal association (articles set out in a notarial deed)

7.       Foundation

Is the legal entity also a company?
BVs, NVs, cooperatives and mutual benefit companies are legal entities which are also companies. When the legal entity is registered, the registration of the company is also required.
In the case of an association or foundation, there may be a company, but this is not always the case. The six criteria for the registration of a company determine whether an association or foundation is also a company for the purposes of the trade register.

Exceptions
The following are not registered in the trade register:

1. Companies which belong to a public body: government institutions, hospitals and schools insofar as these are not private legal entities.

1. A sole proprietor business or partnership involving only agricultural work or fishing. If the business is also engaged in other activities such as the sale of goods which are not produced by the business itself, this exception no longer applies.

1. Companies which trade solely on the street in the form of peddling carried out by the entrepreneur or family members.

1. 'The professions', unless the profession is engaged in business outside the profession or performed in the guise of a private legal entity. For example: a lawyers' office is not required to register, unless any of its activities are carried on at a certain 'business' level (see the six criteria above) or if the office operates in the form of a BV. In case of doubt, consult the list of professions below.

1. Partnerships.
   

Note: In principle, 'partnership' is a form intended for the professions. Other occupations are usually only able to come together to form a VOF. If in doubt, consult the list of professions. A professional is someone who is consulted for his individual, personal qualities which are generally of an artistic nature or at an academic/higher vocational educational (HBO) level. In practice, this distinction is difficult to define. For procedural purposes the Chambers of Commerce have compiled the following list of persons deemed to be professionals. These are:

• barrister
• accountant-administrator
• alternative health specialist
• tax consultant
• structural architect
• veterinary surgeon
• physiotherapist
• bailiff
• skin specialist
• general practitioner
• interior designer
• legal adviser
• artist
• speech therapist
• medical specialist
• solicitor
• Cesar/Mensendieck remedial therapist
• management consultant
• orthopaedic doctor
• psychologist
• advice counsellor
• editor
• chartered accountant
• town planner
• dentist
• dental specialist
• interpreter-translator (whether sworn or not)
• garden and landscape architect
• midwife

In principle, an occupation which does not appear in the above list is not a profession, unless the company/professional practitioner can demonstrate otherwise.

Special Cases

Foreign companies
If a foreign company or legal entity has a company in the Netherlands which satisfies the six criteria, it must be registered in the Dutch trade register. The company in the Netherlands may be the principal place of business of the foreign company, but it may also be a branch.

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 as 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 or CV 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 for a company applied by the Chamber of Commerce and must therefore register separately, in addition to the Dutch VOF or CV.

Dutch legal entity with an entirely foreign company
If a Dutch legal entity has a company which is based exclusively abroad, the foreign company must also be registered, in addition to the Dutch legal entity. If there is no question of a Dutch legal entity, only the company and the place where the company is established is considered.
Note: a Dutch sole proprietor business, VOF or CV with an entirely foreign company (not additional to a Dutch one) may not remain registered in the Dutch trade register. Since the company is not based in the Netherlands and there is no question of a Dutch legal entity, there is no reason for registration in the Dutch trade register.

The 'informal' association
An association which has articles of association recorded in a notarial deed is called a formal association. This must always be registered in the trade register. However, an association may also have articles which it has drawn up itself, or, indeed, no articles at all. This is called an 'informal association'. Such an association does not need to be registered in the trade register.
However, registering in the trade register does have the advantage that the liability of the officers is limited: the association must first meet its debts, and only thereafter are the officers held liable. In this way, although liability is not removed altogether, it is limited.

Owners' Association

An owners' association may not be registered in the trade register according to the Civil Code.

To register a company, a number of matters need to be dealt with:

1.    When should I register?
Registration of the company should occur within a period of one week preceding and one week following the
commencement of business activities.

2.    Where should I register?
Registration should take place at the Chamber of Commerce for your area. If your company has more than one place of
business, the location of the head office determines the place of registration. If you have no company, but do have a legal entity, such as an association or society, then your registered office (set out in the legal deed) determines the place of registration.
If the location of the company is difficult to determine, the residential address of the company owner can be used as the
company address. If it is not possible to ascribe any address to the company, it will be registered at the Chamber of Commerce in Rotterdam. This situation would cover barge masters with no permanent onshore address, for example.

3.    Who may register on behalf of a company?
The following persons may register the company with the trade register:
o        The owner of the company.
o        Partners of the VOF or managing partners of the CV.
o        The managers of the legal entity.
If none of the above are resident in the Netherlands: the person who is responsible for the day to day running of the company in
the Netherlands.
    
Source: This document has been prepared based upon the information provided by the Dutch Chamber of Commerce
(Kamer van Koophandel en Fabrieken)