What changes for British capital companies after Brexit?

Have you registered your British capital company at the Netherlands Chamber of Commerce KVK? Then make sure your registration is in order, and possibly deposit a number of documents with KVK.

Since Brexit, British capital companies, for instance Private or Public Limited Companies (Ltd.), are no longer classified as ‘within the European Union (EU)’. As a consequence, the Dutch Companies Formally Registered Abroad Act (in Dutch: Wet op de formeel buitenlandse vennootschappen) applies to these companies. This has consequences for your company registration in the Dutch Commercial Register at KVK: you have to report whether or not your company is a 'company formally registered abroad'.

There are 2 possibilities:

1. Yours is not a company formally registered abroad

  • If your company’s head office is located outside the Netherlands, you must register its address in the Commercial Register. If you register the address of your head office abroad, your company will not be listed as a 'company formally registered abroad'. You can report your head office’s address by filling it in on form 18: Additional information, question 3.2 (the comment field, under 'Adres hoofdvestiging'). Send the form to a KVK postal address.
  • Every year on the first working day after 30 April, you have to file your issued capital in the Commercial Register. To do so, you fill out form 18: Additional information
  • You deposit 1 annual account per year according to British law.

Note: does your company apply the 403 declaration (group exemption regulation)?

Is your company a legal entity? And are your financial data incorporated into the parent company's annual account, according to British law? You may no longer be able to use the group exemption regulation (403 declaration).
Consult a legal expert, for instance an accountant or legal advisor, to avoid getting it wrong. 

2. Yours is a company formally registered abroad

If your British Limited is active only, or as good as only, in the Netherlands, and doesn’t have ties with the country of incorporation, the Dutch Companies Formally Registered Abroad Act applies (read this act in Dutch). If this is true of your company, you have to change your registration in the Commercial Register. And you will have to file a number of documents at KVK annually. Follow these steps to change the registration of your Limited Company in the Commercial Register.

Step 1. Report formally foreign company

Use form 18: Additional information to report that your company is a company formally registered abroad.
You have to fill out the complete form. Question 3 relates to the change you are reporting. Here, you fill out:
  • The name of the registering body where the company is registered in the UK.
  • The company registration number in the UK.
  • The date of the first registration in the UK register.
  • The date that your company has become a company formally registered abroad (question 3.1).

Step 2. Register sole shareholder

Is there a sole shareholder? Give this shareholder’s details on form 11: Official of a legal entity (question 3 or 9). A sole shareholder is a natural person, a Ltd., a BV, or another legal entity in possession of 100% of the company shares. If there is more than one shareholder, you do not have to report these in the Commercial Register. Forms 18 and 11 have to be signed by a director of the company, using an original ink signature.

Step 3. Proof and identification

Send in the forms with the following attachments:
  • Proof of the company registration from the Companies House (no older than one month).
  • A copy of a valid identification document of the director who signs the forms.
  • Is the sole shareholder a foreign legal entity? Attach recent proof of this legal entity’s registration. This proof must be less than one month old, and must be presented in a language KVK can read. We may ask you to have the document translated into Dutch, English, French, or German. The translation does not have to be performed by a certified translator.

Step 4. Send in the forms and documents

Send the forms, the proof and the ID documents to a KVK postal address

As a company formally registered abroad, you have file the following documents in the KVK Commercial Register annually:

  • Annual accounts, one according to Dutch law and one according to British law.
  • Before 1 April: proof of registration (no older than one month) of the company in the Companies House.
  • Every year on the first working day after 30 April, you have to file your issued capital in the Commercial Register. To do so, you fill out form 18: Additional information.

How does your KVK registration change?

Apart from the changes explained in this article, your KVK registration remains the same. Your KVK number and VAT number will not change, nor do you have to pay a fee.

Find out all you need to know about Brexit on the Brexit pages and on Business.gov.nl.