Dutch Trade Register Decree 2008 (Handelsregisterbesluit 2008) in English

In this Decree and the provisions based on it, the following terms have the following meanings:

a. the Act: the Trade Register Act 2007 (Handelsregisterwet 2007);

b. persons working: employees working in the business concerned, whether or not employed by it, working owners and working family members of an owner, in each case in so far as they normally work at least 15 hours a week;

c. Regulation 1435/2003: Regulation (EC) No 1435/2003 of the Council of the European Union of 22 July 2003 on the Statute for a European cooperative society (SCE) (OJ L 207);

d. Directive 68/151/EEC: Directive (EEC) No 68/151 of the Council of the European Communities of 9 March 1968 concerning disclosure requirements in respect of certain types of companies (OJ 1968 L 65);

e. report: a report as referred to in Article 32(1) or (2) of the Act;

f. personal particulars:

1°. where they relate to a natural person, the data referred to in Article 10(2) of the Act, the indication of sex and the signature;

2°. where they relate to a legal person governed by Dutch law, the number referred to in Article 12(a) of the Act, the name and the visiting address;

3°. where they relate to a shipping partnership, partnership (maatschap), general partnership or limited partnership governed by Dutch law, the number referred to in Article 10(3)(a) of the Act, the name and the visiting address;

4°. where they relate to a legal person or partnership governed by foreign law, the name, the visiting address, the number under which the legal person or partnership is registered in the foreign register, the name of that register and the place and country where the register is kept.

In this Decree and the provisions based on it, the following terms also include:

a. signature: an electronic signature as referred to in Article 3, points 10, 11 and 12, of Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC (OJ 2014 L 257);

b. supervisory director: a member of a supervisory body.

There is a business if there is an organisational unit of one or more persons, acting with sufficient independence, in which, through a sufficient contribution of labour or resources, services or goods are supplied or works are produced for third parties with the aim of obtaining material benefit from them.

There is no business if, in the opinion of the Chamber, the scale of the activities or the turnover is insufficient.

A filing for registration in the trade register with the Chamber is made using a form adopted by the Chamber which is available free of charge.

The Chamber may agree to a filing being made in a manner other than that provided in paragraph 1.

In so far as the Chamber does not, under the Services Act (Dienstenwet) or Article 19 of the Act, provide for the possibility of the electronic exchange of data and documents, the Chamber ensures that data and documents can be received by electronic means if there is an obligation to deposit those data and documents under Directive No 68/151/EEC of the Council of the European Communities of 9 March 1968 on the coordination of the safeguards which are required in the Member States of companies within the meaning of the second paragraph of Article 58 of the Treaty, for the protection of the interests both of members of those companies and of third parties, with a view to making those safeguards equivalent (OJ L 65).

For the purposes of the provisions laid down by or pursuant to this Decree, an amendment of the directive referred to in paragraph 3 applies from the day on which the amending directive concerned must have been implemented.

The Chamber examines whether a filing comes from a person authorised to make it and whether the filing is accurate, unless an examination against equivalent requirements has already been carried out in the Netherlands or in another Member State of the European Union or of the European Economic Area and that examination shows that the filing meets the requirements.

In an examination, the Chamber may request further supporting evidence.

If the Chamber is satisfied that the filing has been made by a person authorised to make it and considers that the filing is accurate, it proceeds to registration without delay.

The Chamber refuses to proceed to registration if it is not satisfied that the filing comes from a person authorised to make it.

The Chamber may refuse to proceed to registration if:

a. the filing conflicts with a statutory provision, the law, public order or public morality;

b. the filing is internally inconsistent or incomplete;

c. the filing conflicts with the data already recorded concerning the business or legal person;

d. the filing conflicts with data from another base register;

e. the Chamber has reasonable doubt about the accuracy of the filing.

If the Chamber has given the person making the filing the opportunity to supplement or amend it, the Chamber, if necessary, makes the filing available again to the person who made it.

The following persons must file all data concerning the business or legal person for registration in the trade register:

a. the director of a public-law legal person;

b. the director of a legal person as referred to in Articles 24 to 26 inclusive;

c. the manager in the Netherlands referred to in Articles 24(3), 25(3)(b) and 26(3)(b);

d. the administrator (bewindvoerder) referred to in Article 37(1)(a).

Note. Article 37 is not divided into paragraphs in the current text; the reference is presumably intended to be to Article 37(a).

The persons listed below must file the following data for registration:

a. concerning announcements under Article 390 of Book 1 of the Civil Code (Burgerlijk Wetboek), the person charged with publishing them;

b. concerning announcements under the Financial Supervision Act (Wet op het financieel toezicht), the person charged with publishing them in the Government Gazette (Staatscourant);

c. concerning the amount of the issued capital referred to in Articles 22(2) and 25(3)(c) and (4), the keeper of the register referred to in Article 1:107 of the Financial Supervision Act, if the persons obliged to do so have made a notification under Article 5:34 of the Financial Supervision Act;

d. concerning the dissolution of a partnership or legal person and concerning the completion of the liquidation of a European economic interest grouping (EEIG) or of a company or legal person as referred to in Articles 24, 25 and 26, the liquidator of a dissolved partnership, company or legal person;

e. concerning a judgment as referred to in Articles 37 and 39(1), the registrar of the court that gave the judgment.

Note. Article 39 is not divided into paragraphs in the current text; the reference to Article 39(1) is presumably intended to be to Article 39 as a whole.

When filing for registration of a European public limited-liability company (SE), a European economic interest grouping (EEIG) or a European cooperative society (SCE), data and supporting documents are also submitted showing that the conditions for registration under Regulation 2137/85, Regulation 2157/2001 and Regulation 1435/2003 have been met.

A religious denomination as referred to in Article 2 of Book 2 of the Civil Code which does not form part of an organisation as referred to in Article 6(3) of the Act is registered in the trade register.

A religious denomination as referred to in Article 2 of Book 2 of the Civil Code which forms part of an organisation as referred to in Article 6(3) of the Act that does not have legal personality is registered in the trade register.

A part of the State of the Netherlands that is not part of a ministry or of a departmental unit of a ministry as referred to in Article 6(1)(c) of the Act may be registered in the trade register.

An amendment of what is recorded in the trade register is filed stating the date on which the amendment took effect.

If an amendment is decided on under Articles 34 to 36 inclusive of the Act, the Chamber states, where possible, the date on which the amendment took effect.

If a data item has no effect against third parties pursuant to Article 50, an annotation that the data item has no effect against third parties is recorded in the trade register.

If the person to whom a business belongs is registered in a foreign register of businesses, the registration number in that register, the name of the register and the place and country where the register is kept are recorded in the trade register.

The following are recorded in the trade register in respect of a business:

a. the number of persons working, broken down by establishment, on the first working day after 30 April of any calendar year;

b. a brief description of the activity or activities carried on;

c. the name of the message box of the point of single contact referred to in Article 5(1)(a)(2°) of the Services Act (Dienstenwet).

A business without an establishment in the Netherlands may be registered in the trade register if the activities of the business in the Netherlands would in themselves qualify as a business within the meaning of Article 2.

In respect of a business without an establishment in the Netherlands, the trade register records the address at which the person to whom the business belongs can be reached physically.

If a business has one or more authorised commercial agents working in the Netherlands, their personal particulars and the content of their power of attorney are recorded in the trade register.

Data on other authorised representatives of a business may be recorded in the trade register. In that case, their personal particulars and the content of their power of attorney are recorded.

In respect of a business belonging to a legal person in formation, the trade register records the personal particulars of each person acting on behalf of that legal person in formation.

Data on authorised representatives of a legal person may be recorded in the trade register. In that case, their personal particulars and the content of their power of attorney are recorded.

The following are recorded in the trade register in respect of a legal person:

a. a brief description of the activity or activities carried on;

b. the postal address.

The following are recorded in the trade register in respect of a legal person to which no business belongs and which has no establishment:

a. the visiting address;

b. the telephone number, the email address and the website address;

c. the name of the message box of the point of single contact referred to in Article 5(1)(a)(2°) of the Services Act.

If a business belongs to a natural person, the signature and the indication of sex of that person are recorded in the trade register.

The following are recorded in the trade register in respect of a general partnership, a limited partnership or a partnership (maatschap):

a. in respect of each partner in a partnership (maatschap) or each partner other than a limited partner, the date of his entry and withdrawal and

1° if he is a natural person, the indication of sex and the signature;

2° if it is a legal person or partnership governed by Dutch law, the visiting address;

3° if it is a legal person or partnership governed by foreign law, the visiting address, the number under which the legal person or partnership is registered in the foreign register, the name of that register and the place and country where the register is kept;

b. the duration for which the general or limited partnership or the partnership (maatschap) has been entered into.

In respect of a limited partnership, the following are recorded in the trade register in addition to the data referred to in Article 17:

a. the number of limited partners;

b. the amount of money and the value of the property that the limited partners have together made available to the partnership or have agreed to make available to it.

The trade register also records, in respect of a general partnership, a limited partnership or a partnership (maatschap), everything contained in the agreement that determines the rights of third parties.

The following are recorded in the trade register in respect of a shipping partnership (rederij):

a. in respect of each member of the shipping partnership, the date of his entry and withdrawal and

1° if he is a natural person, the indication of sex and the signature;

2° if it is a legal person or partnership governed by Dutch law, the visiting address;

3° if it is a legal person or partnership governed by foreign law, the visiting address, the number under which the legal person or partnership is registered in the foreign register, the name of that register and the place and country where the register is kept;

b. the personal particulars of the managing owner (boekhouder) and the date on which he took up and left office as such at the shipping partnership;

c. the authority of the managing owner to represent the shipping partnership.

The following are recorded in the trade register in respect of a public limited company (NV), a private limited liability company (BV), a European public limited-liability company (SE) or a European cooperative society (SCE):

a. the personal particulars of each director and supervisory director, of each member of the administrative organ or of each member of the management organ, the date on which he took up and left office as such at the company, and whether he is authorised to represent the company alone or acting jointly with one or more others;

b. the personal particulars of persons other than the directors on whom the articles of association confer power of representation, and the content of that power;

c. the issued capital and the paid-up part of it;

d. repealed;

e. the personal particulars, with the exception of the signature, of the holder of all the shares in the capital of the company or of a participant in a community of property arising from marriage or from a registered partnership to which all the shares in the capital of the company belong, not counting the shares held by the company or its subsidiaries;

f. if that is the case, that the articles of association of the company comply with Articles 158 to 161 inclusive and 164 or Articles 268 to 271 inclusive and 274 of Book 2 of the Civil Code.

If a company as referred to in paragraph 1 is an investment company with variable capital as referred to in Article 76a of Book 2 of the Civil Code, the amount of the registered capital on the first working day after 30 April is filed. Changes in the registered capital may be filed in the trade register in the interim.

The following are recorded in the trade register in respect of an NV, an SE and an SCE:

a. the authorised capital, and the amount of the issued capital and of the paid-up part of it referred to in paragraph 1(c) is broken down by class if there are different classes of shares;

b. if shares that are not fully paid up have been issued, the personal particulars, with the exception of the signature, of the holders of such shares, stating the shareholding of each holder and the amount paid up on it.

The trade register records whether or not a director is an executive director.

The following are recorded in the trade register in respect of a European economic interest grouping:

a. the personal particulars of each director and supervisory director and the date on which he took up and left office, and whether he is authorised to represent the grouping alone or acting jointly with one or more others;

b. if a clause as referred to in Article 26(2), second subparagraph, of Regulation 2137/85 has been agreed, the content of that clause;

c. if a director is not a natural person, the personal particulars of each person designated as representative within the meaning of Article 19(2) of Regulation 2137/85 and the date on which he was designated as representative.

An authentic copy, or a copy certified by a person required to file particulars, of the contract of formation in the Dutch, German, English or French language is deposited with the trade register.

If a business established in the Netherlands, or a branch establishment located in the Netherlands of a business established outside the Netherlands, belongs to a company as referred to in Directive 68/151/EEC that has been formed under the law of a state other than the Netherlands which is a party to the Agreement on the European Economic Area, Articles 15, 22 and 23 do not apply.

In respect of a company as referred to in paragraph 1, the trade register records the personal particulars of each director and supervisory director, the date on which he took up and left office, and whether he is authorised to represent the company alone or acting with one or more others.

In respect of the business or branch establishment referred to in paragraph 1, the trade register records the personal particulars of the manager, or other comparable authorised representative, working at the business or the principal Netherlands branch, his position and the date on which he took up and left office as such at the business or the principal Netherlands branch, and the content of his power of attorney.

An authentic copy, or a copy certified by a person required to file particulars, of the deed of incorporation of the company and of the articles of association, if they are contained in a separate instrument, in the Dutch, German, English or French language is deposited with the trade register.

The most recent version of the accounting documents of the company is deposited with the trade register each time, in so far as and in the form in which the company must make them public in the country of its registered seat, in the Dutch, German, English or French language.

If a business established in the Netherlands, or a branch establishment located in the Netherlands of a business established outside the Netherlands, belongs to a company formed under the law of a state that is not a party to the Agreement on the European Economic Area, with a legal form comparable to a company as referred to in Directive 68/151/EEC, Articles 15, 22 and 23 do not apply.

The following are recorded in the trade register in respect of a company as referred to in paragraph 1:

a. the personal particulars of each director and supervisory director of the company, the date on which he took up and left office as such at the company, whether he is authorised to represent the company alone or acting jointly with one or more others, and the content of his authority;

b. the law of which country governs the company.

The following are recorded in the trade register in respect of the business or branch establishment referred to in paragraph 1:

a. if the principal establishment of the business is located outside the Netherlands, the postal address and visiting address of the principal establishment of the business;

b. the personal particulars of the manager, or other comparable authorised representative, working at the business or the principal Netherlands branch, his position and the date on which he took up and left office as such at the business or the principal Netherlands branch, and the content of his power of attorney;

c. the amount of the issued capital of the company on the first working day after 30 April.

Note. The Dutch text repeats “van de vennootschap” (“of the company”) after “30 april”, apparently a drafting error; it is translated once, as referring to the company’s issued capital.

In addition to the filing referred to in paragraph 3(c), changes in the registered capital may be filed in the trade register in the interim.

Article 24(4) and (5) apply mutatis mutandis.

If a business established in the Netherlands, or a branch establishment located in the Netherlands of a business established outside the Netherlands, belongs to a company or legal person formed under the law of a country other than the Netherlands, not being a company as referred to in Articles 24 and 25, Articles 15 and 18 to 23 inclusive do not apply.

The following are recorded in the trade register in respect of the company or legal person referred to in paragraph 1:

a. the personal particulars of each partner, director and supervisory director of the company or legal person, the date on which he took up and left office as such at the company or legal person, whether he is authorised to represent the company or legal person alone or jointly with one or more others, and the content of his authority;

b. the law of which country governs the company or legal person.

The following are recorded in the trade register in respect of the business or branch establishment referred to in paragraph 1:

a. if the principal establishment of the business is located outside the Netherlands, the postal address and visiting address of the principal establishment of the business and whatever is recorded about the business in the register there, or otherwise made public, under the legislation of the country concerned;

b. the personal particulars of the manager, or other such authorised representative, working at the business or the principal Netherlands branch, his position, the date on which he took up and left office as such at the business or the principal Netherlands branch, and the content of his power of attorney.

Article 24(4), in so far as it concerns a legal person, and Article 24(5) apply mutatis mutandis.

By way of derogation from paragraph 2(a), in respect of a legal person with more than 20 partners, the data referred to in that paragraph are not recorded for the partners who are not connected with the Dutch establishment of the legal person.

In the event of an amendment of the contract of formation of a European economic interest grouping or of the articles of association of a legal person as referred to in Articles 24 to 26 inclusive, the following are deposited:

a. an authentic copy of the notarial deed drawn up of the amendment or, if no notarial deed has been drawn up of the amendment, a copy of the amendment certified by a person required to file particulars;

b. a consolidated text of the contract of formation and of the articles of association as worded following the amendment made.

These documents are in the Dutch, German, English or French language.

The following are recorded in the trade register in respect of an association with full legal capacity, a cooperative or a mutual insurance society:

a. the personal particulars of each director and supervisory director and the date on which he took up and left office, and whether he is authorised to represent the legal person alone or acting jointly with one or more others;

b. the personal particulars of persons other than the directors on whom the articles of association confer power of representation, and the content of that power.

The trade register records that the articles of association of a cooperative or mutual insurance society comply with Articles 63f to 63j inclusive of Book 2 of the Civil Code, if that is the case.

If an association without full legal capacity is registered in the trade register, the data referred to in paragraph 1 are recorded in the trade register.

The following are recorded in the trade register in respect of a foundation:

a. the personal particulars of each director and each member of the supervisory body and the date on which he took up and left office as such at the foundation, and whether he is authorised to represent the foundation alone or acting jointly with one or more others;

b. the personal particulars of persons other than the directors on whom the articles of association confer power of representation, and the content of that power.

The following are recorded in the trade register in respect of an owners’ association:

a. the personal particulars of each director and the date on which he took up and left office, and the content of his authority to represent the association.

b. an authentic copy of the notarial deed, or an authentic extract from the notarial deed containing the articles of association;

c. an authentic copy of the notarial deed of amendment and the amended articles of association.

The following are recorded in the trade register in respect of an organisation with legal personality of which one or more religious denominations form part, as referred to in Article 6(3) of the Act:

a. the postal address and visiting address;

b. the telephone number, the email address and the website address.

The following are recorded in the trade register in respect of a religious denomination as referred to in Article 8(1) or (2):

a. the postal address and visiting address;

b. the telephone number, the email address and the website address;

The following are designated, for religious denominations and bodies within the meaning of Article 2 of Book 2 of the Civil Code, as data as referred to in Article 17(1)(c) of the Act:

a. the registered seat referred to in Article 12(c) of the Act;

b. the date of commencement referred to in Article 12(d) of the Act;

c. the date of commencement referred to in Article 13(b) of the Act;

d. the data referred to in Article 13(c) and Article 14 of the Act.

The following may be recorded in the trade register in respect of a religious denomination or an independent constituent part of one, within the meaning of Article 2 of Book 2 of the Civil Code:

a. the name;

b. the postal address and visiting address;

c. the telephone number, the email address and the website address;

d. the data referred to in paragraph 3.

In respect of a pension fund as referred to in Article 1 of the Pensions Act (Pensioenwet), the trade register records whether or not a director is an executive director.

The following are recorded in the trade register in respect of other private-law legal persons as referred to in Article 6(1)(b) of the Act:

a. the personal particulars of each member of the managing body and of the supervisory body and the date on which he took up and left office, whether he is authorised to represent the legal person alone or acting jointly with one or more others, and the content of that authority;

b. the personal particulars of persons other than the directors on whom the articles of association or regulations confer power of representation, and the content of that power;

c. the deed of incorporation or articles of association showing legal personality.

The following are designated, for public-law legal persons, as data as referred to in Article 17(1)(c) of the Act:

a. the registered seat referred to in Article 12(c) of the Act;

b. the date of commencement referred to in Article 12(d) or Article 13(b) of the Act.

In respect of a business belonging to a public-law legal person, the trade register records the name of each director and of each member of the supervisory body, whether he is authorised to represent the legal person, and the content of that authority.

The following are recorded in the trade register in respect of an establishment:

a. the telephone number, the email address and the website address;

b. a brief description of the activity or activities carried on.

A unique number to be assigned by the Chamber may be recorded in respect of a director, an authorised representative or another officer who is not a natural person and is not registered in the trade register. For that purpose, the Tax and Customs Administration (Belastingdienst) provides, at the Chamber’s request, the numbers known to it of those authorised representatives or officers.

If a natural person qualifies as an ultimate beneficial owner on the basis of holding shares, voting rights or an ownership interest, the extent of that ultimate beneficial owner’s economic interest is indicated in the trade register in one of the following classes:

a. more than 25 per cent up to and including 50 per cent;

b. more than 50 per cent up to and including 75 per cent;

c. more than 75 per cent up to and including 100 per cent.

Copies of the following categories of documents, or relevant parts of them, are deposited with the trade register, in so far as they show the nature and extent of the economic interest of the ultimate beneficial owner concerned:

a. register of shareholders;

b. articles of association;

c. register of depositary receipt holders;

d. deed of incorporation;

e. other notarial deed;

f. register of members;

g. contract of formation;

h. registration in the trade register;

i. organisation chart; or

j. other relevant documents on the nature and extent of the economic interest held, or documents on the basis of which actual control can be exercised.

If a minor to whom a business belongs, or who is a general partner or a member of a shipping partnership (rederij), has been granted venia aetatis (handlichting), the date on which venia aetatis was granted and the powers conferred on the minor thereby are recorded in the trade register.

When filing for registration, the date of issue and the number of the Government Gazette (Staatscourant) in which the court order concerning venia aetatis was published are submitted, or an authentic copy of the order stating the date and the number of that Government Gazette.

If a business, a share in a partnership or a share in a shipping partnership is placed under administration (bewind) as referred to in Title 18 or Title 19 of Book 1 or Title 5, Section 7, of Book 4 of the Civil Code (Burgerlijk Wetboek), or in Article 8(b) or Article 29(1)(b) of the Economic Offences Act (Wet op de economische delicten), the following are recorded in the trade register:

a. the personal particulars of the administrator and the date on which he took up and left office;

b. the court decisions concerning his powers as referred to in Article 437(2) and Article 441(2)(f) and (3) of Book 1 of the Civil Code;

c. whether the administration has been established in the interest of the entitled person, in the interest of a person other than the entitled person, or in the interest of both the entitled person and one or more others, or in a common interest as referred to in Article 167 of Book 4 of the Civil Code, the powers of the administrator as laid down in the will in accordance with Article 171(1), and the court decision concerning the powers of the administrator as referred to in Article 171(2) of Book 4 of the Civil Code;

d. the commencement and the end of the administration.

If the person to whom a business belongs, a partner or a member of a shipping partnership is placed under guardianship (curatele), all notices that are placed in the Government Gazette pursuant to Article 390 of Book 1 of the Civil Code are recorded in the trade register.

The following are recorded in the trade register:

a. the court decision declaring bankruptcy, granting a suspension of payments or declaring the debt restructuring scheme for natural persons applicable in respect of a person who is registered in the trade register as the owner of a business, as a partner or as a member of a shipping partnership, or in respect of a registered legal person;

b. the setting aside of such a decision;

c. the end of the bankruptcy, of the suspension of payments or of the application of the debt restructuring scheme for natural persons;

d. in the event of a declaration of bankruptcy, the granting of a suspension of payments or a declaration that the debt restructuring scheme for natural persons applies: the name and address of the supervisory judge and of the trustee in bankruptcy or the administrator.

The dissolution of a partnership or legal person is recorded in the trade register, stating the date of the dissolution, the personal particulars and the powers of each of the liquidators, and the date on which he became liquidator.

If the dissolution concerns a company as referred to in Article 24, the powers of the liquidators are recorded in the trade register if they must be made public in the country in which the company is established. If the dissolution concerns a company or legal person as referred to in Articles 25 and 26, the powers of the liquidators are also recorded.

The completion of the liquidation of a European economic interest grouping (EEIG) or of a company or legal person as referred to in Articles 24, 25 and 26 is recorded in the trade register.

All notices that are placed in the Government Gazette pursuant to the Financial Supervision Act (Wet op het financieel toezicht, Wft) are also recorded in the trade register.

The following data are recorded in the trade register about a person who is subject to a disqualification from serving as a director under a judgment as referred to in Article 29(1) of the Act or Article 106b(3) of the Bankruptcy Act (Faillissementswet):

a. the citizen service number (BSN) referred to in Article 1(b) of the Citizen Service Number (General Provisions) Act (Wet algemene bepalingen burgerservicenummer), if one has been assigned;

b. the name;

c. the date of birth;

d. the place of birth and the country of birth;

e. the address;

f. the date of commencement and the date of termination of the disqualification from serving as a director;

g. the data item referred to in Article 9(a) or Article 13(a) of the Act and the data item referred to in Article 12(b) of the Act, concerning the legal person or legal persons named in the judgment; and

h. the date, the case number and the place of publication of the judgment referred to in Article 29(1) of the Act and Article 106b(3) of the Bankruptcy Act.

The registrar referred to in Article 29(2) of the Act and Article 106b(3) of the Bankruptcy Act must file the available data referred to in paragraph 1 for registration. Articles 3, 4 and 5 apply mutatis mutandis.

The data referred to in paragraph 1(b), (d), (f) and (h) and the year of birth may be inspected by anyone through publication in a publicly accessible register, for as long as the disqualification from serving as a director applies.

The trade register records all data on the report and the investigation that the Chamber considers necessary for the functioning of the register.

The personal particulars of natural persons, with the exception of the signature, are taken over from the Personal Records Database (BRP), including the date on which changes to those data took effect.

The data taken over from the Personal Records Database differ from the data in that base register by no more than 72 hours.

The report is made using a form laid down by ministerial regulation.

The report contains at least:

a. the unique number, referred to in Article 12(a) of the Act, of the legal person making the report;

b. the name, the telephone number and the correspondence address of a contact person for the report;

c. in so far as known, all unique numbers referred to in Articles 9 to 14 inclusive of the Act to which the report relates;

d. the data item to which the report relates;

e. if possible, an indication of the correct data item, with supporting documents;

f. the date of the report and the date on which the presumed inaccuracy of the data item was discovered.

If the report relates to a business or legal person that is not recorded in the register, this is indicated on the form.

If the report relates to a data item that has been taken over from another base register, the Chamber forwards the report to the administrator of that register within one working day.

An annotation that a data item is under investigation is placed against the data item to which the report relates.

The Chamber informs the administrative authority that has made a report of:

a. the decision that the Chamber takes in response to the report;

b. the fact that an objection has been lodged against the decision referred to in point (a), and the decision on that objection;

c. the fact that an appeal has been brought, and the court judgment in that appeal that has become final.

The data referred to in Article 15a of the Act and the data referred to in Chapter 4 are designated as data as referred to in Article 38(2) of the Act.

If a court judgment has declared what is recorded in the trade register wholly or partly unlawful, the Chamber, at the request of an interested party, records an annotation to that effect in the register.

All data on a business or legal person that has been recorded in the trade register for the first time without a filing by a person authorised to make it are designated as data as referred to in Article 25(4)(c) of the Act, for as long as the signature of the person who is required to make the filing has not been recorded in the trade register.

The address of a natural person cannot be inspected.

Paragraph 1 does not apply to the address of a custodian of the books and records as referred to in Article 24(3) of Book 2 of the Civil Code.

The visiting address of a business as referred to in Article 5(b) of the Act is, at the request of the person to whom the business belongs, shielded from inspection if that business has a public postal address.

The telephone number of a business, a legal person and an establishment cannot be inspected.

The visiting address of a business or a legal person may, at the request of that business or legal person, be shielded from inspection if:

a. there is a threat which makes shielding necessary in view of the safety of one or more persons;

b. the address cannot be inspected in the trade register in respect of another business or legal person;

c. the applicant or another person concerned does not have a public telephone number;

d. the applicant or another person concerned has himself taken measures to limit public knowledge of his address; and

e. the applicant provides a correspondence address in addition to the shielded visiting address.

In addition, the visiting address of a business or a legal person, other than a capital company, may, at the request of that business or legal person, also be shielded if:

a. the visiting address is the same as the residential address;

b. there is a probable threat as a result of the professional activities of the applicant or another person concerned at the address; and

c. the applicant substantiates this in accordance with the profession-related shielding criteria laid down between the professional organisation concerned and the Chamber.

Points (b) to (e) of paragraph 3 apply mutatis mutandis.

Note. Paragraph 3 has no points; the reference is evidently intended to be to points (b) to (e) of paragraph 5, which set the further conditions for shielding.

Paragraphs 1, 3, 4, 5 and 6 do not apply to inspection by administrative authorities as referred to in Article 1:1(1)(a) of the General Administrative Law Act (Algemene wet bestuursrecht), lawyers (advocaten), bailiffs, civil-law notaries and the bodies listed in Article 53.

The following are designated as competent authorities as referred to in Article 28(2)(a) of the Act:

a. the supervisory authorities referred to in Article 1d(1) of the Money Laundering and Terrorist Financing (Prevention) Act (Wet ter voorkoming van witwassen en financieren van terrorisme), as regards the performance of their task under that Act;

b. the Minister of Finance in the performance of his task referred to in Articles 47a and 47b of the Trade Register Act 2007 (Handelsregisterwet 2007);

c. the bodies referred to in Article 1:93(1)(f) of the Financial Supervision Act, in the performance of their statutory tasks;

d. the special investigation services referred to in Article 2 of the Special Investigation Services Act (Wet op de bijzondere opsporingsdiensten), in the performance of their statutory tasks;

e. the Justis screening agency (Dienst Justis), the Bibob Office (Bureau Bibob), the Defence Intelligence and Security Service (Militaire inlichtingen- en veiligheidsdienst), the Royal Netherlands Marechaussee (Koninklijke Marechaussee), the inspector referred to in Article 1:3(1)(c) of the General Customs Act (Algemene douanewet) and the National Police Internal Investigations Department (Rijksrecherche), in the performance of their statutory tasks.

The following are designated as administrative authorities and legal persons with a public task as referred to in Article 28(2)(d) of the Act:

a. the Minister of Finance and the other Ministers concerned, as regards the performance of their task referred to in Article 22(2)(d) of Regulation (EU) 2021/241 of the European Parliament and of the Council of 12 February 2021 establishing the Recovery and Resilience Facility;

b. administrative authorities and legal persons with a public task as referred to in Article 1(1) of the Public Administration (Probity Screening) Act (Wet bevordering integriteitsbeoordelingen door het openbaar bestuur), in so far as this is necessary in the cases in which they are authorised to apply that Act;

c. De Nederlandsche Bank N.V., as regards the assessment of the integrity and suitability of a person under the Financial Supervision Act or a comparable assessment on the basis of a regulation as referred to in Article 1:24(3) of that Act, and for the performance of its task under Article 25(2) of the Money Laundering and Terrorist Financing (Prevention) Act, Article 106 of the Pensions Act (Pensioenwet), Article 110c of the Compulsory Professional Pension Scheme Act (Wet verplichte beroepspensioenregeling) and Article 10 of the Trust Offices (Supervision) Act 2018 (Wet toezicht trustkantoren 2018, Wtt 2018);

d. the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten), as regards the assessment of the integrity and suitability of a person under the Financial Supervision Act or a comparable assessment on the basis of a regulation as referred to in Article 1:25(3) of that Act, and for the performance of its tasks under Articles 2:55, 2:60, 2:65, 2:80, 2:96 and 4:13 of the Financial Supervision Act, Articles 6, 14, 15, 16, 18, 19, 21, 24b and 48a of the Audit Firms Supervision Act (Wet toezicht accountantsorganisaties), Articles 2 to 4 inclusive of the Financial Reporting Supervision Act (Wet toezicht financiële verslaggeving), Article 8:8 of the Consumer Protection (Enforcement) Act (Wet handhaving consumentenbescherming), Articles 14 and 15 of Regulation (EU) 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124, 2003/125/EC and 2004/72/EC, and Articles 4 and 8 of Regulation (EU) 2020/1503 of the European Parliament and of the Council of 7 October 2020 on European crowdfunding service providers for business, and amending Regulation (EU) 2017/1129 and Directive (EU) 2019/1937, Article 20(1), (2) and (4) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, and Articles 2, 12, 36, 37 and 38 of Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Commission Regulation (EC) No 809/2004;

e. the Minister of Economic Affairs, as regards the performance of his task under Article 34(1) and (2) of the Investments, Mergers and Acquisitions Security Screening Act (Wet veiligheidstoets investeringen, fusies en overnames);

f. a bailiff, as regards the performance of his task under Article 2 of the Bailiffs Act (Gerechtsdeurwaarderswet);

g. a civil-law notary, as regards the exercise of his task under Article 2 of the Notaries Act (Wet op het notarisambt);

h. the Financial Supervision Office (Bureau Financieel Toezicht, BFT), as regards the performance of its task under Article 30 of the Bailiffs Act and Article 110(1) of the Notaries Act;

i. the Ministers concerned and the managing authorities designated by them, as regards the performance of their task under Article 69(2) and Article 72(1)(e) of Regulation (EU) 2021/1060 of the European Parliament and of the Council of 24 June 2021 laying down common provisions on the European Regional Development Fund, the European Social Fund Plus, the Cohesion Fund, the Just Transition Fund and the European Maritime, Fisheries and Aquaculture Fund and financial rules for those and for the Asylum, Migration and Integration Fund, the Internal Security Fund and the Instrument for Financial Support for Border Management and Visa Policy;

j. the National and International Road Transport Organisation (Nationale en Internationale Wegvervoer Organisatie, NIWO), as regards the performance of its task under Article 1zc(1d) (Dutch text: artikel 1 septvicies quater, eerste lid quinquies) of Council Regulation (EC) 765/2006 of 18 May 2006 concerning restrictive measures against President Lukashenko and certain officials of Belarus and Article 3l(1d) (Dutch text: artikel 3 terdecies, eerste lid quinquies) of Council Regulation (EU) 833/2014 of 31 July 2014 concerning restrictive measures in view of Russia’s actions destabilising the situation in Ukraine;

k. the Minister of the Interior and Kingdom Relations, as regards the performance of his task under Article 37(1) of the Political Parties (Funding) Act (Wet financiering politieke partijen), in so far as that task concerns Articles 21, 25, 25a, 28 and 28a of the Political Parties (Funding) Act.

At the request of the ultimate beneficial owner, the data referred to in Article 15a(2)(c) of the Act may be shielded from inspection by persons other than:

a. the Financial Intelligence Unit;

b. the competent authorities referred to in Article 51a;

c. the administrative authorities and legal persons with a public task referred to in Article 51aa;

d. the persons, legal persons or institutions referred to in Article 28(2)(b), (c) and (e) of the Trade Register Act 2007;

e. the institutions referred to in Article 1a(2), (3) and (4)(d) of the Money Laundering and Terrorist Financing (Prevention) Act, including in so far as those institutions obtain access under Article 22a(1)(b) of the Trade Register Act 2007.

A request for shielding is granted only if:

a. the ultimate beneficial owner is a person as referred to in Article 42(1)(c) of the Police Act 2012 (Politiewet 2012), other than members of the Royal House, or a person whose safety is protected by the police under that Act; or

b. the ultimate beneficial owner has not yet reached the age of eighteen, has been placed under guardianship by the subdistrict court judge as referred to in Article 378 of Book 1 of the Civil Code, has been placed under administration by the subdistrict court judge as referred to in Article 431 of Book 1 of the Civil Code, or has been declared legally incapacitated abroad.

If the Chamber receives a request as referred to in paragraph 1, it shields the data concerned without delay. The shielding ends:

a. if the request is refused: once the decision has become final;

b. if the request is granted on the basis of paragraph 2(a): five years after the date on which the request was granted;

c. if the request is granted on the basis of paragraph 2(b): on the day on which the ultimate beneficial owner reaches the age of eighteen or on the day on which the legal incapacity ends.

The period referred to in paragraph 3(b) is extended by five years each time, in so far as the person meets the condition in paragraph 2(a) at that time.

Statistical data on the number of shieldings granted under this Article, including the grounds on which those shieldings were granted, are published annually.

The data and copies referred to in Article 15a(2) and (3) of the Act may be inspected for up to ten years after the legal entity has been removed from the trade register.

The following are designated as legal persons and partnerships as referred to in Article 24(1) of the Act:

a. the European cooperative society (SCE);

b. the companies referred to in Articles 24 and 25;

c. the partnerships referred to in Article 17, in so far as their general partners are capital companies under foreign law.

All data in respect of which no publication obligation applies under a binding decision of the Council of the European Union or the European Commission are designated as data and documents as referred to in Article 24(3) of the Act.

The following are designated as administrative authorities or legal persons with a public task as referred to in Article 28(4) of the Act:

a. the Minister of Justice and Security, for the purposes of the task referred to in Article 2(1) of the Legal Persons (Supervision) Act (Wet controle op rechtspersonen) or for the purposes of implementing the Aliens Act 2000 (Vreemdelingenwet 2000);

b. a public prosecutor, for the purposes of the investigation of criminal offences;

c. the Tax and Customs Administration (rijksbelastingdienst), for the performance of its statutory tasks;

d. the Employee Insurance Agency (Uitvoeringsinstituut werknemersverzekeringen) or the Social Insurance Bank (Sociale verzekeringsbank), referred to in the Work and Income (Implementation Structure) Act (Wet structuur uitvoeringsorganisatie werk en inkomen), or the Minister of Social Affairs and Employment, for the performance of the tasks assigned to them by or pursuant to statute;

e. the municipal executive (college van burgemeester en wethouders), for the implementation of the Municipal Debt Assistance Act (Wet gemeentelijke schuldhulpverlening), the Participation Act (Participatiewet), the Older and Partially Disabled Unemployed Employees (Income Provision) Act (Wet inkomensvoorziening oudere en gedeeltelijk arbeidsongeschikte werkloze werknemers) and the Older and Partially Disabled Former Self-Employed Persons (Income Provision) Act (Wet inkomensvoorziening oudere en gedeeltelijk arbeidsongeschikte gewezen zelfstandigen);

f. the Public Administration Probity Screening Office (Bureau bevordering integriteitsbeoordelingen door het openbaar bestuur), for the purposes of giving an opinion as referred to in Article 9 of the Public Administration (Probity Screening) Act, and an administrative authority as referred to in Article 1:1(1)(a) of the General Administrative Law Act or a legal person with a public task as referred to in Article 1(1) of that Act, in the case in which it is authorised to apply the Public Administration (Probity Screening) Act;

g. the Netherlands Authority for Consumers and Markets (Autoriteit Consument en Markt), for the performance of its statutory tasks;

h. the executive board of the Dutch Authority for the Financial Markets, for the performance of its statutory tasks;

i. the responsible Minister referred to in the Foreign Direct Investment Screening Regulation (Implementation) Act (Uitvoeringswet screeningsverordening buitenlandse directe investeringen), if he uses data from the trade register under Article 4(2)(a) of that Act;

j. the Minister of Social Affairs and Employment and the municipal executives, for their task referred to in Article 1.47a of the Childcare Act (Wet kinderopvang);

k. the Dutch Healthcare Authority (Nederlandse Zorgautoriteit), for the performance of its statutory tasks;

l. the Health and Youth Care Inspectorate (Inspectie Gezondheidszorg en Jeugd), for the performance of its statutory tasks;

m. the Netherlands Gambling Authority (Kansspelautoriteit), for the performance of its tasks in granting and supervising licences for games of chance and in enforcement in that respect, as referred to in Article 33b of the Betting and Gaming Act (Wet op de kansspelen);

n. the National Maintenance Collection Agency (Landelijk Bureau Inning Onderhoudsbijdragen), for the performance of its tasks referred to in Article 2(3) and (4) of the National Maintenance Collection Agency Act (Wet Landelijk Bureau Inning Onderhoudsbijdrage);

o. De Nederlandsche Bank, for the performance of its statutory tasks;

p. the Minister of Agriculture, Nature and Food Quality, for the performance of his tasks under the Framework Act on Economic Affairs and Agriculture Subsidies (Kaderwet EZK- en LNV-subsidies) in conjunction with Article 9(2) of Regulation (EU) No 1307/2013 establishing rules for direct payments to farmers under support schemes within the framework of the common agricultural policy and repealing Council Regulation (EC) No 637/2008 and Council Regulation (EC) No 73/2009;

q. the civil-law notary, for the performance of the statutory activities referred to in Article 2(1) of the Notaries Act;

r. the Minister of Economic Affairs, for the implementation of the Investments, Mergers and Acquisitions Security Screening Act;

s. the Minister of Finance, for the performance of his statutory tasks, in so far as these are tasks performed on his behalf by the Financial and Economic Integrity Service (Dienst Financieel-Economische Integriteit).

The following are designated as administrative authorities or legal persons with a public task as referred to in Article 29(4) of the Act:

a. the Minister of Justice and Security, for the purposes of the task referred to in Article 2(1) of the Legal Persons (Supervision) Act;

b. the Tax and Customs Administration, for the performance of its statutory tasks;

c. a public prosecutor, for the purposes of the investigation of criminal offences;

d. the executive board of the Dutch Authority for the Financial Markets, for the performance of its statutory tasks;

e. the Netherlands Authority for Consumers and Markets, for the performance of its statutory tasks;

f. De Nederlandsche Bank, for the performance of its statutory tasks;

g. the Public Administration Probity Screening Office, for the purposes of giving an opinion as referred to in Article 9 of the Public Administration (Probity Screening) Act.

The articles of this Decree enter into force on a date to be determined by Royal Decree, which may be set differently for different articles or parts thereof.

This Decree may be cited as: Handelsregisterbesluit (Trade Register Decree), followed by the year of the Bulletin of Acts and Decrees (Staatsblad) in which it is published.