# Cross-border conversion into a Dutch entity: who files, where, and in what language
You arrive here because a foreign company has resolved to continue as a Dutch legal person and you need to know, step by step, who signs, what gets filed, where it lands, and in what language before the departure state and the Dutch trade register will accept the change. This page sets out that sequence: the departure-state filing, the Dutch notarial deed, the Kamer van Koophandel (KVK, the Dutch trade register) entry, and the court step that applies only if a creditor objects.
You are at the decision point of choosing an adviser to run the filing sequence, not at the point of deciding whether conversion is the right instrument — that question sits one step earlier, in the choice between conversion, a cross-border merger and a fresh Dutch incorporation with an asset transfer.
What this covers
Cross-border conversion is the procedure by which a company incorporated under the law of another state changes its governing law to Dutch law while keeping the same legal personality. It sits within corporate law and governance, and specifically within the board and governance work that a conversion of this kind runs through, because the board of the departing entity is the body that resolves to convert and the body that signs off on every filing that follows. Nothing here concerns the reverse direction — a Dutch entity converting outward — or a cross-border merger, which follows a different statutory route entirely.
What we would need to see before advising
- The current constitutive documents and a recent extract from the departure-state companies register.
- The shareholders' or members' resolution authorising the conversion, in its original language.
- Confirmation of whether a works council or equivalent employee-consultation body must be consulted under the law of the departure state.
- The intended registered office address in the Netherlands and the proposed Dutch object clause.
- Whether any interest in the entity is held by a resident of a state that restricts outbound capital movements, since this changes the departure-state clearance step.
The sequence, step by step
| Step | Who acts | Where it is filed | Language required |
|---|---|---|---|
| Conversion proposal drafted | Board of the departing entity | Deposited internally, then at the departure-state companies register | Language of the departure state; a Dutch translation is prepared in parallel |
| Auditor's or accountant's statement, where the departure state requires one | Independent auditor | Filed alongside the proposal in the departure state | Departure-state language, with Dutch translation |
| Exit certificate or equivalent clearance | Departure-state companies register | Issued by the departure-state authority | Departure-state language |
| Notarial deed of conversion | Dutch civil-law notary | Executed in the Netherlands | Dutch |
| Trade register filing | Dutch civil-law notary or the entity's authorised representative | Kamer van Koophandel (KVK, the Dutch trade register) | Dutch |
| Objection period | Creditors of the departing entity | Rechtbank (district court) with jurisdiction over the new registered office | Dutch, with translated exhibits where the underlying evidence originates abroad |
The court step is not a routine part of every conversion. It exists to let a creditor object, and it is triggered only if an objection is actually lodged within the applicable period. Where no objection is filed, the register entry proceeds on the notarial deed alone.
Filing venue by jurisdiction group
| Where the entity comes from | Departure-state filing | Dutch filing | Court involvement |
|---|---|---|---|
| EU or EEA member state | Companies register of the departure state, following its own domestic procedure for outbound conversion | KVK trade register, on the strength of the notarial deed and the departure-state exit certificate | Only if a creditor objects |
| State outside the EU or EEA | Equivalent foreign register, and only where that state's law permits an outbound change of governing law at all | KVK trade register plus additional verification of the entity's continued legal personality | More likely, because recognition of the foreign exit step is not automatic under Dutch law |
Where the departure state does not recognise outbound conversion in its own company law, the route closes at that first step: no amount of Dutch-side filing substitutes for a departure-state exit mechanism that does not exist. This is the single most common reason a matter of this kind stalls before it reaches the Netherlands at all.
Documents and the language they travel in
| Document | Language of origin | Dutch requirement |
|---|---|---|
| Conversion proposal | Departure-state language | Sworn Dutch translation for the notary and the register |
| Shareholders'/members' resolution | Departure-state language | Sworn Dutch translation |
| Companies register extract | Departure-state language | Sworn Dutch translation, apostilled or legalised where the departure state is outside the Apostille Convention |
| Auditor's statement, if required | Departure-state language | Sworn Dutch translation |
| Notarial deed of conversion | Drafted directly in Dutch | No further translation |
What drives the cost
- The district court fee, payable only if the objection procedure is triggered; the fee itself is fixed and payable under the applicable Dutch rules, and no figure is published on this page because it is not confirmed against the current registry.
- Notarial fees, driven by the number of pages in the deed, whether a valuation or auditor's statement is annexed, and whether the notary must review foreign-language source documents before execution.
- Translation, driven by page count across every document listed above, not by the size of the underlying company.
- Legalisation or apostille, required only where the departure state is outside the Apostille Convention, and avoided entirely where it is inside it.
- The trade register filing charge, a published KVK charge for registering the change, separate from any advisory fee.
None of these figures appear here as a number, because the norm registry entry for this cluster is not yet confirmed for this run. Where you need the current district court fee or KVK charge for budgeting, ask for it directly; giving you an unconfirmed figure would be worse than giving you none.
The decisions that stay with you
- Whether to proceed with conversion at all, rather than a cross-border merger or a fresh incorporation with an asset transfer.
- The timing of the filing relative to the departing entity's financial year end, since a conversion mid-year can trigger an interim accounts requirement.
- Whether the Dutch entity retains the same registered capital structure or restates it on conversion.
- How employee consultation, where required under the departure state's law, is sequenced against the Dutch filing.
What can go wrong
A creditor objection at the rechtbank stage suspends the register entry until it is resolved, and the entry does not proceed on the notarial deed alone while that objection stands. A departure state that refuses, or delays, the exit certificate stops the matter before any Dutch document is drafted. A mismatch between the departure state's minimum capital rule and the Dutch requirement forces a capital restatement that was not built into the original resolution. A translation prepared without a sworn translator is routinely rejected by the notary at execution, not caught earlier, which is the most avoidable delay in the sequence.
What this does not cover
- Outbound conversion from a Dutch entity into a foreign legal form.
- Cross-border mergers, which follow a distinct statutory procedure and a different filing sequence — see the enquête proceedings mechanics page for a comparable who-files-and-where treatment of a different corporate procedure.
- The tax treatment of the conversion in either state.
- Conversion into or out of a jurisdiction that does not reciprocally recognise the Dutch procedure.
Questions
Can the foreign entity file directly with the Dutch trade register, without a Dutch notary?
No. The conversion into a Dutch legal form is executed by notarial deed, and the Kamer van Koophandel (KVK, the Dutch trade register) will not register the change without that deed. The notary is the filer of record on the Dutch side, acting on the entity's instructions.
What happens if a creditor objects during the objection period?
The register entry is suspended while the rechtbank considers the objection. The court can require security to be given to the objecting creditor before the conversion proceeds, or, in a case the court finds unfounded, allow the filing to continue unchanged.
Is works council consultation required before the Dutch filing is made?
That depends on the law of the departure state, not on Dutch law, since the consultation obligation attaches to the entity before it changes governing law. Confirm the departure-state position before the notarial deed is drafted, not after.
Can any part of this be filed in English?
The notarial deed and the trade register filing are in Dutch. Documents originating abroad are translated by a sworn translator into Dutch before the notary will rely on them; the departure-state filing itself stays in that state's required language.
Does the departure state have to confirm the exit before the Dutch filing is accepted?
Yes, in every case observed under the applicable Dutch rules. The Dutch notary and the trade register require evidence that the departure state has released the entity from its own register, or confirmed its continuation abroad, before the Dutch deed is executed.
About this page
Written by Sanne de Wit, responsible for structures, holding and tax within the corporate law and governance practice. This page addresses the filing mechanics only; it does not address the tax consequences of a conversion, which sit with a separate scoping conversation.
Next step
A 30-minute scoping call establishes which departure state you are converting from, whether that state's law permits outbound conversion at all, and what the current district court fee and KVK charge are before you commit to a timetable. Bring the departure-state register extract and the board resolution; you receive back the filing sequence specific to your jurisdiction and a realistic week-by-week timetable. Arrange the call through the board and governance service. Where the underlying structure itself needs mapping before conversion, a structure report sets out the current ownership and governance chain in advance of the notarial deed.
Related reading
- Scenario: a structure report before a board decision
- Indemnity review for directors handling a governance change
Last legal review: 2026-09-17