You can register a different officer, supervisory director or supervisory board member, sole shareholder or liquidator of the business with us. You can also change the details of current officers, such as their address, a change in position or suspension.
Changing the details of a current officer
In order to change the details of an officer who is already registered, please complete the form ‘Change an officer’s details’ (form 16).
Forms to register persons
To register a new officer who can operate on behalf of the company of legal entity, you can use the following forms:
10. Partner (vennoot)
10a. Partner (maat)
11. Officer of a legal entity
12. Other officers
13. Authorised representative business agent
19. Holders of partly paid shares
21. Director for a European Economic Interest Group
22. Executive staff member of a foundation or association without a company
26. Officer of a legal entity under public law
29. Officers of other legal entities under private law
After filling in the forms on screen it is possible to print the forms in two languages. We would like to emphasise that proof of identity is legally required in the Netherlands.
If the filing of the new director is done by the new managing director, we also require sufficient proof of his/her legal appointment. This means at least sufficient proof of the identity of the shareholders and sufficient proof of the followed procedure of appointment, as mentioned in the bylaws, and a signed copy of the minutes of the general meeting of shareholders during which the new board was appointed; note that this must be a copy signed by all shareholders.
Send by post or bring in person?
The form states whether you may send it by post or must bring it in person. This is only possible by appointment. For forms that may be sent by post, you must always enclose a copy of a valid identification document of the person signing the form.
Duty to provide proof of identity
If a duty to provide proof of identity exists, you must submit the necessary documents. Deregistering your business (termination or dissolution).
Deregistering your business
The Chamber of Commerce Commercial Register contains information about all companies and legal entities. This is in order to ensure legal certainty in business transactions. Changes such as a change in place of business, officer or your legal form may be at issue. The Chamber of Commerce must be informed about any changes.
If you close down your company or association, you must deregister it at the Chamber of Commerce.
Ending a sole proprietorship (independent worker without employees) or general partnership (VOF)
Ending a sole proprietorship (independent worker without employees) or general partnership (VOF) begins at the Chamber of Commerce. You will need to deregister your business from the Handelsregister with the form 14. Business Branch/Details or 17a. Dissolution of a company, legal entity or partnership. Once you have deregistered at the Chamber of Commerce, the Dutch Tax and Customs Administration will automatically receive notice.
Terminating legal entities (e.g. a private limited company (BV))
First dissolution, then termination
Legal entities can only be ended if these are dissolved first. Once you have dissolved your business, you can dissolve it at the Chamber of Commerce using the form entitled 17a. Dissolution of a company, legal entity of partnership.
How does this work?
Dissolution by resolution
In most cases a formal decision is required to dissolve a legal entity. The type of legal entity dictates who is entitled to make this decision:
- For public limited companies and private limited companies, the general shareholders meeting takes the decision.
- For an association, cooperative or mutual insurance society, the membership meeting takes the decision.
- For a foundation, the board takes the decision.
Dissolution due to the lack of members or a provision in the articles of association, articles or charter
To dissolve an association, cooperative or mutual insurance society, in some cases a decision is not required. These must be dissolved immediately if they no longer have any members. Sometimes the articles of association, articles or charter state that dissolution is required if a specific event occurs, such as a foundation achieving its ultimate goal.
Terminating the legal entity
The dissolution of a legal entity precedes the termination. A dissolved legal entity does not cease to exist immediately, except if there are no assets when dissolution takes place. Are there any assets? In that case debts and payments must be made (liquidation). The legal entity will remain in existence until this is finished. Once the legal entity has ceased to exist and it turns out that there were still creditors and/or income, the liquidation can be reopened. In that case the legal entity is revived (but remains dissolved) to wrap up the liquidation. Parties concerned can request the court to reopen the liquidation. Dissolution and termination do not require a civil-law notary. When your business is terminated and the legal entity ceases to exist, you should take settling with the Tax and Customs Administration into account.
Liquidators
The officers of the dissolved company liquidate the assets of the legal entity. The articles of association, articles or charter may state that other individuals may be liquidators. If there is no liquidator, the court appoints one. This is done at the request of an interested party or on the public prosecutor’s application.
If all of the debts have been paid and there are still assets left over, the liquidator will pay this out to any shareholders or entitled parties (unless the articles of association, articles or charter determine otherwise).
Dissolution of ‘empty’ legal entities by the Chamber of Commerce
Under certain conditions, the Chamber of Commerce is required to dissolve ‘empty’ legal entities.