Registration of a foreign official or shareholder abroad

Registering a new foreign officer who lives abroad

How to register a new official new official depends on the legal structure of your business.

1. A company without legal personality

If you run a company without legal personality (general partnership, professional partnership, or limited partnership) and want to add an officer, you must register them with  KVK. For instance, if there is a new officer, supervisory director, or supervisory board member, sole shareholder, or liquidator. Here you can report a new official.

When in the Netherlands, the new officer will need to visit a KVK office and bring their ID and proof of their residential address. If they are from another country and do not live in the Netherlands they need to provide:

• A legalised copy of a valid ID;
• A legalised original extract or official copy of a civil status record from their municipality, or a document from an official institution on which their foreign address is stated (for example, a bank statement).

These documents must be made available in Dutch, French, German, or English.

The original document may not be older than 1 month. The Dutch business partner can visit a KVK office and will need to provide the necessary documents on behalf of their foreign business partner.

Note: with a general partnership (vof), the new foreign business partner must have a BSN number (citizen service number) in the Netherlands. The foreign business partner receives this BSN number when registering in the Non-Residents Records Database (RNI, Register Niet-Ingezetenen). 

There are 19 municipalities in the Netherlands where you can register with the RNI. 

Send by post

If there is no one available in the Netherlands to visit a KVK office on your behalf, you can send the required document by post. Postal addresses of the Chamber of Commerce.

You cannot register an officer for a sole proprietorship

Setting up an eenmanszaak (sole proprietorship) is different from the situations described above. You are not registering as an officer or director in a company, you are the sole proprietor. And you must visit a KVK office. Read more about registering an eenmanszaak with KVK: Registering a Dutch eenmanszaak and making an appointment.

2. A company with legal personality

If you want to register a foreign-based director for your new or existing company with legal personality. (a bv, nv, cooperative, association, or foundation), a civil-law notary has to draw up the relevant papers, including your registration at KVK, to create the legal personality.

All the formal documents that you have to file with KVK have to be in Dutch.

If your foreign director or shareholder does not live in the Netherlands, they will not have a Personal Records Database registration (Basisregistratie Personen, BRP). In that case, the notary will need additional information. The foreign director or shareholder must visit a notary in their home country and arrange the documents required by the Dutch notary:

• A certified copy of their passport;
• proof, no older than 1 month, from an official body, which shows the residential address. For example, an extract from the population register or a statement from a civil-law notary.

These documents must be in or translated into Dutch or English and must be legalised. Check with the notary if they need more documents.

Exception

There is an exception for the non-trading association and non-trading foundation (‘zonder onderneming’). Personal identification is not required, so you do not have to arrange your registration through a notary. Nor do you have to visit a KVK office. The (foreign) officer abroad can send KVK the following by post:

• a copy of your ID/passport;
• proof, no older than 1 month, from an official body, which shows the residential address. For example, an extract from the population register or a statement from a civil-law notary.

These documents have to be in Latin script (Dutch, French, German, or English). They do not need to be legalised.

If the shareholder is a legal entity abroad

The new shareholder or director in a bv can also be a legal entity abroad. In that case, KVK needs proof of registration of that foreign legal entity, on which the director is listed. Is the director also a foreign legal entity? Then again, provide proof of registration from this foreign legal entity. Proof needs to be provided until a natural person is found as an authorised officer.

The proof of registration may not be older than 1 month. The documents must be submitted in Dutch, English, French, or German. This translation does not have to come from a sworn translator.

KVK also needs a copy of a valid proof of identity of the person named on the registration form who signs on behalf of the foreign legal entity, the signatory.

Passport

When KVK asks for a passport to confirm a person’s identity and that passport does not have a signature on it, another official document must be added, that does include a signature. Furthermore:

• The ID/ passport must have a valid date, an emergency or temporary passport is not allowed.
• The ID/passport may not be expired.
• The number must be visible.

Read more about valid IDs.

Legalisation

Legalisation makes documents suitable for use in another country, in this case, the Netherlands. The process often involves several steps. Documents that can be legalised include civil status documents, court orders and diplomas or certificates. Legalisation shows that:

• the document was issued by an official authority;
• the signature, seal and/or stamp on the document are genuine;
• the document's format is correct.

Legalising documents is different per country. You can check here what needs to be done per country.

UBO register

Most companies in the Netherlands have to register their ultimate beneficial owners, UBOs. UBOs are the persons who ultimately benefit from, or have an interest in the Dutch business or organisation.

Whether or not your organisation has to register UBOs depends on your legal structure. Your organisation is responsible for determining who the UBOs are and registering them. The UBO registration forms tell you which documents and information to include.