Registered office, bank account and company changes
Change the Director, Name or Shares of a Dutch BV from Abroad
Every change to your BV routed, drafted and filed on time, wherever its owners and directors live.
- No state charge to file a change
- Filed within one week, art. 20 Hrw 2007
- Director abroad: documents by post, no visit needed
Changing a Dutch BV when its owners are abroad
We draft, prepare, check and file every change to an existing dutch bv for owners and directors who live outside the Netherlands; the notaris (civil-law notary) executes each deed and the KVK registers it. An address is a separate service: a company that takes our registered office service cannot also buy change work from us (Wtt 2018, art. 1 lid 1, limb b).
One split decides the route. Officials, the address, a trade name and activities are a KVK filing only; the articles, name, seat, shares, capital, mergers and conversions need a notarial deed first (Book 2 BW). Either way, the filing is due within one week (art. 20 lid 2 Hrw 2007).
What's included
The drafting, the checks and the filings for any change; the notary executes deeds, your directors sign.
The route for each change
Before anything is signed, we set the route for each change: deed or KVK filing, My KVK or a paper form, who decides, and the deadline.
Director appointment, resignation or dismissal
We draft the resolution, in a meeting or in writing with everyone's consent (art. 2:238 lid 1 BW), and prepare form 11, form 16 or the My KVK filing.
The non-resident director file
We collect and check the legalised ID copy, proof of home address and the population-register extract, at most 2 months old.
Name, seat, objects or any other clause
We draft the amendment and resolution, instruct the notary and prepare form 15; a trade name alone changes in My KVK.
Share transfer
We read the restriction and the shareholders' register, coordinate the deed of transfer, and prepare the KVK and UBO filings where due.
Capital, merger, demerger and conversion
We prepare the resolutions and coordinate the deed, the deposit and the announcement the statute requires, and form 15.
The knock-ons
We coordinate with your bank and tax adviser or bookkeeper: a new trade name to the Belastingdienst, VAT and payroll after a change of legal form.
Where our work stops
The notary executes every deed. We never act as, provide or recruit a director, or hold a general power of attorney, which are licensed trust services (Wtt 2018); see the nominee director page. No change work for a company using our address, no matching of buyers and sellers. Closing a BV is our company liquidation service.
Every change, its route and its deadline
Who decides, whether a notary is needed, the KVK route, the deadline and the state charge for each change.
Every change to a Dutch BV with its decision-maker, route and deadline, from Book 2 BW, the Hrw 2007 and the KVK's change pages, checked on 4 October 2026.
| Change | Who decides | Notary | KVK route | Deadline | State charge |
|---|---|---|---|---|---|
| New director, supervisory director or sole shareholder | General meeting, or a class meeting if the articles say so (art. 2:242 lid 1 BW) | No | Form 11 or online; the new official signs | One week (art. 20 lid 2 Hrw 2007) | None |
| Director resigns or is dismissed; authorised representative | The appointing body, at any time (art. 2:244 lid 1 BW); the board for a gevolmachtigde | No | Form 16 or My KVK; form 13 for a representative | One week | None |
| Visiting or postal address | The board | No | My KVK or form 14 | One week | Free |
| Trade name, activities | The board | No | My KVK or a change form | One week | None |
| Statutory name, seat, objects, governance model, any clause of the articles | General meeting (art. 2:231 lid 1 BW) | Yes (art. 2:234 lid 1 BW) | Form 15 by post, normally filed by the notary | One week | None |
| Share transfer | The parties, within the restriction in the articles (art. 2:195 lid 1 BW) | Yes (art. 2:196 lid 1 BW) | Filed only if the sole-shareholder line changes, form 16 or 11; UBO report where the UBO picture changes | One week | None |
| Issue of new shares | General meeting unless the articles name another body (art. 2:206 lid 1 BW) | Yes (art. 2:196 lid 1 BW) | Form 15 | One week | None |
| Buyback or capital reduction | The board for a buyback (art. 2:207 lid 1 BW); the general meeting for a reduction (art. 2:208 lid 1 BW) | Yes, a deed of transfer or of amendment | Form 15 where capital data change | One week | None |
| Legal merger, demerger | The general meetings, on a filed proposal | Yes (art. 2:318 lid 1, 2:334n lid 1 BW) | The acquiring entity registers the merger; form 15 for the disappearing entity; form 9 or 9A where a business continues | Within eight days of the deed (art. 2:318 lid 3 BW, merger only) | EUR 85.15 only if a new KVK number results |
| Conversion (BV to NV or the reverse, or another legal form) | General meeting, as for an amendment (art. 2:18 lid 2 BW) | Yes (art. 2:18 lid 2 sub c BW) | Filing in the register (art. 2:18 lid 7 BW) | One week | None |
Changing only the address is a free KVK filing in My KVK or on form 14. The address itself is a separate contract and is never taken together with this service: our virtual office service describes it on its own page.
Changing a director: the process step by step
A director change needs no notary, and the filing is due within one week of the resolution (art. 20 lid 2 Hrw 2007).
Check the articles and draft the resolution
Class appointment rights, a reinforced majority (capped at two thirds of the votes cast representing more than half of the issued capital, art. 2:244 lid 2 BW), the absence clause.
Collect the documents
ID; from a director abroad, a legalised ID copy, proof of home address and the population-register extract, ordered last: it expires after 2 months.
KVK processing
A future effective date is allowed in the Business Register.
Report the UBO change
Where the UBO picture changes, a separate report follows, never future-dated: see ubo registration kvk.
Update the bank
A fresh certified extract goes to your bank with the new signatories.
- ResolutionThe general meetingNo published time
- DocumentsExtract ordered last, valid 2 monthsNo published time
- Filing with the KVKForm 11, form 16 or My KVKWithin one week (art. 20 lid 2 Hrw 2007)
- KVK processingThe KVK3 working days online, 7 by post
- UBO reportWhere the UBO picture changesWithin one week; processed in 4 working days
- Fresh extract for the bankNew signatories to the bankNo published time
Not sure whether your change needs a notary?
We map each change to its route, form and deadline before anything is signed.
Changes that need a notary: articles, shares, capital and mergers
These changes start with a notarial deed; the KVK filing follows. We draft and coordinate, the notary executes and itemises its fee on request (art. 54 lid 1 and 55 lid 1 Wna).
Articles, statutory name, seat and objects
The general meeting resolves (art. 2:231 lid 1 BW); the deed is in Dutch on pain of nullity (art. 2:234 lid 1 BW), English only after an English electronic incorporation. The name keeps "B.V."; the seat stays in the Netherlands.
Share transfer
Co-shareholders get the first offer unless the articles say otherwise (art. 2:195 lid 1 BW). Only a notarial deed transfers shares; the notary or the buyer files, the seller no longer can (KVK). A buyer's checks on an existing BV: the ready-made companies page.
Capital: issue, buyback, reduction
The general meeting issues shares by deed (art. 2:206 lid 1 BW). In a Dutch share buyback the board decides under the equity and solvency tests, directors jointly liable (art. 2:207 BW); a reduction passes the distribution test (art. 2:208 BW).
Merger and demerger
Proposal and the last three adopted annual accounts deposited and announced in a national daily newspaper; one month for creditor opposition (art. 2:316 lid 2 BW); the deed within six months, effective the next day (art. 2:318 lid 1 BW). Legal merger and demerger only.
Conversion
A resolution as for an amendment, by at least nine tenths of the votes cast except between NV and BV, and a deed with the new articles; the legal person continues (art. 2:18 BW). BV to NV adds an auditor's statement and EUR 45,000 capital (art. 2:67 BW).
Documents you will need
What you supply, by change. For a director abroad, "legalised" means legalised, or apostilled where the country's rules allow: check Netherlands Worldwide.
- The signed Dutch KVK form and the signatory's ID copy, photo made unrecognisable
- New director abroad: a legalised copy of a valid ID
- New director abroad: proof of home address
- EU resident: population-register extract, at most 2 months old, multilingual form if needed
- Outside the EU: the extract legalised in almost all cases, sworn translation if needed
- A foreign corporate official: proof of its registration, at most one month old
- An official's Dutch home address: correct in the BRP and the BAG first
- Director change: the shareholders' resolution, or a written one with everyone's consent
- Share transfer: the articles, the shareholders' register, and seller and buyer IDs
- Merger or demerger: the proposal and the last three adopted annual accounts
State charges, processing times and tax knock-ons
What the state charges and how long the KVK takes.
KVK charges and processing times for 2026, with the rule for notarial fees; our own fee is quoted on request.
| Item | State charge or time | Who | Basis |
|---|---|---|---|
| Submitting a change (officials, name, articles, seat, capital, trade name) | None | KVK | KVK officials page, 2026 |
| Changing or adding an address | None | KVK | KVK address page, 2026 |
| A new KVK number after a merger, demerger or takeover | EUR 85.15, indexed yearly | KVK | Art. 5 Financiële regeling handelsregister 2019, in force 1 July 2026 |
| Certified extract after the change | Digital EUR 9.60, paper EUR 19.20; online view EUR 2.95 | KVK | Financiële regeling handelsregister 2019, 2026 |
| KVK processing | A change: 3 working days online, 7 by post; a UBO change: 4 | KVK | KVK processing times, 2026 |
| Notarial deed | Not regulated; set by the notary, itemised on request | The notaris | Art. 54 lid 1, art. 55 lid 1 Wna |
What each change does for tax; your own tax adviser handles it, and tax advisor netherlands describes that service.
Tax consequences of a change, from the Wet Vpb 1969, the Wet DB 1965 and the Belastingdienst, checked on 4 October 2026.
| Change | Tax consequence | Basis |
|---|---|---|
| Share transfer | The legal person and the business do not change; no new VAT number | Belastingdienst, change of legal form page |
| A change of 30% or more of the ultimate interest | Losses can no longer be carried forward, unless an exception applies | Art. 20a lid 1 Wet Vpb 1969; Belastingdienst |
| Change of legal form | A new business for VAT, sometimes a new VAT number; payroll closed and re-registered | Belastingdienst, change of legal form page |
| Merger or demerger | No gain taken into account where the conditions are met | Art. 14b (merger), 14a (demerger) Wet Vpb 1969 |
| Buyback | Dividend tax on the amount above the average paid-up capital on those shares | Art. 3 lid 1 sub a Wet DB 1965 |
| Board moved abroad | The BV stays Dutch tax resident | Art. 2 lid 5 Wet Vpb 1969 |
Problems we solve
The points where a change stalls or costs money, handled before anyone signs.
- The director abroad
The KVK usually wants the new official in person. We prepare the postal route and check the extract's age and legalisation before anything is sent.
- The wrong form
Form 16 is the officials form, not the one for a KVK change of company name. The statutory name is a notarial amendment on form 15; a trade name changes in My KVK.
- The share purchase agreement that transferred nothing
An agreement alone moves no shares: only the notarial deed does, and rights follow acknowledgement (art. 2:196 lid 1 and 2:196a BW).
- Losses on the books at a sale
A change of 30% or more of the ultimate interest can end loss carry-forward. We flag it to your tax adviser before the deed is signed.
- Moving the company abroad
A cross-border conversion reaches EU and EEA company forms only (art. 2:335 BW), and moving the board does not move tax residence (art. 2 lid 5 Wet Vpb 1969).
Is your new director outside the EU?
We check the extract's age, the legalisation and the translation before the post goes.
Why work with us
We order the population-register extract last, because it expires after 2 months and outside the EU needs legalisation, and we check that a name change goes on form 15, not form 16. The notary receives a complete file; the KVK and UBO filings follow the deed.
Joost van Leeuwen, company formation and company law lead, Amsterdam: eleven years on Dutch company files, in Dutch, English and German.
Frequently Asked Questions
Which changes to a Dutch BV need a notary, and which are only a KVK filing?
A notarial deed is needed to amend the articles, including the statutory name and seat, to issue or transfer shares, and for a conversion, merger or demerger (art. 2:234, 2:196, 2:18 and 2:318 BW). A change of director or other official, the address, a trade name or the activities is a KVK filing only.
What does the state charge to change a director, the name or the articles?
Nothing: the KVK states that submitting a change is free. EUR 85.15 is due only where a merger, demerger or takeover results in a new KVK number. A deed is billed by the notary, whose fees are not regulated and are itemised on request. Our own fee is on request.
Does a new director living abroad have to come to the Netherlands to sign?
Usually the new official signs at a KVK office, by appointment, with a printout of the data and valid ID. A foreign official may sign online instead. A director abroad who cannot visit sends the printout by post with a legalised ID copy, proof of home address and a population-register extract.
What documents does a director living outside the EU need to send?
A legalised copy of a valid ID, proof of home address and an extract from the population register of the country of residence, not more than 2 months old. Outside the EU the extract must be legalised in almost all cases, and translated by a sworn translator unless it is in Dutch, English, German or French.
How long does a change take, and what is the legal deadline?
Every registrable change is filed no later than one week after it happens (art. 20 lid 2 Hrw 2007). The KVK processes a change in 3 working days online and 7 by post, and a UBO change in 4. No official time exists for the notary's part of a change that needs a deed.
Can you act as our director or hold a power of attorney for us?
No. Acting as director for a client, recruiting a director together with a registered address, and holding a general power of attorney are trust services that need a DNB licence under the Wtt 2018. A power of attorney for one defined act, such as appearing at one deed, is not a trust service.
Can a 50% shareholder remove a director?
A director is dismissed by the body that appoints them, normally the general meeting, at the majority the articles set; a reinforced majority may not exceed two thirds of the votes cast representing more than half of the issued capital (art. 2:244 BW). It follows that under a simple-majority article, a 50/50 split blocks the resolution.
Who is more powerful, the CEO or the director?
Dutch law does not know a CEO as a legal status; it is a title. The statutory director, the bestuurder, represents and runs the BV, and the shareholders appoint and dismiss the directors (art. 2:242 and 2:244 BW). A changed title or authority of a director is recorded at the KVK on form 16.
How do I change my company name at the KVK, and which form is it?
The statutory name is part of the articles: it changes by notarial amendment and is reported on form 15 by post, normally by the notary. Form 16 is the officials form. A trade name changes in My KVK, and a new trade name must also be reported to the Belastingdienst.
How do I change my company's address at the KVK?
In My KVK, or on form 14 by post with a copy of the signatory's ID; changing or adding an address is free. The KVK passes a new visiting address on to the Belastingdienst, but a postal address you report yourself. Moving the statutory seat is an amendment of the articles.
How is a share transfer in a Dutch BV done?
Check the transfer restriction in the articles first, by default an offer to the other shareholders. The transfer itself is a deed before a notary in the Netherlands (art. 2:196 BW), and the company acknowledges it and updates its register. The notary or the buyer informs the KVK; the seller no longer can.
Does selling the shares change the company's VAT number or its losses?
A share transfer changes neither the legal person nor the business, so the VAT number stays. Losses are a different matter: they can no longer be carried forward once the ultimate interest in the company changes by 30% or more, unless an exception applies (art. 20a Wet Vpb 1969). Ask your tax adviser before the deed.
Can the articles be amended in English?
Only in one case: the BV was incorporated by electronic deed in English, and the language of its articles has not changed since (art. 2:234 lid 4 BW). Every other amendment is a notarial deed in Dutch, on pain of nullity, and an English text can only be a translation alongside it.
Can my Dutch BV move its seat abroad?
A BV can become a company of another EU or EEA state by cross-border conversion, and it does not cease to exist (art. 2:335 BW); no route outside the EU and EEA is described here. Moving the board abroad does not end Dutch corporate tax residence (art. 2 lid 5 Wet Vpb 1969).
How does a Dutch BV buy back its own shares?
The board decides, but not where the equity after payment falls below the required reserves or the BV could not keep paying its debts; directors are jointly liable for a shortfall (art. 2:207 BW). The transfer to the BV is a notarial deed, and dividend tax is due above the average paid-up capital (Wet DB 1965).
Request a change plan
Tell us the change and where the director lives; we answer with the route, the documents and the deadline. Pricing on request.