# Incorporating a BV before a civil-law notary: turning the outcome into money or a register entry
Incorporating a Dutch BV before a civil-law notary produces a notarial deed, and, once filed, an entry in the trade register. Only the register entry lets banks, counterparties and a Dutch court rely on the company's existence and on who represents it. This page sets out how a signed deed becomes a register entry, and how that entry becomes something you can actually use. It is written for founders, counsel and funds closing on a Dutch entity, in corporate law and governance terms, not tax terms.
When this route applies
This route applies whenever a new Dutch private company, a besloten vennootschap (private limited company, BV), is being formed: as a standalone vehicle, as a subsidiary inside a group handled under corporate law and governance, or as a holding vehicle for foreign shareholders. It does not apply to converting an existing foreign entity into Dutch form, to a public company (NV), or to a foreign entity that will merely hold Dutch assets without itself being Dutch.
By the time this page is relevant, the decision to incorporate a BV has already been made. What remains open is mechanical: who signs, in what order, what proof survives at the end, and what still has to be arranged separately once the register entry exists.
Who acts and where
| Actor | Body | Language of the procedure | What they file |
|---|---|---|---|
| Civil-law notary (notaris) | Independent notarial office | Dutch, with a convenience translation of the deed on request | Deed of incorporation, articles of association, trade register filing |
| Incorporator(s) (oprichters) | Private party, in person or by power of attorney | Dutch or the working language agreed with the notary | Identity documents, source-of-funds statements, UBO declarations |
| Trade Register (Handelsregister) | Chamber of Commerce (KVK) | Dutch | Entity registration, directors, UBO data |
| Tax administration | Belastingdienst | Dutch | Tax number allocation and, on application, VAT registration |
The sequence
1. Instruction to the notary. You send the notary the intended share capital, the articles, the directors and the identity of every UBO. Output: a concept deed and draft articles for review.
2. Identity and source verification. The notary verifies every incorporator, director and UBO, including foreign parties, before execution can proceed. Output: a completed verification file held by the notary.
3. Execution of the deed. The incorporators sign before the notary, in person or through a power of attorney. Output: an executed deed, with legal personality arising from the moment of signing.
4. Filing with the trade register. The notary files the incorporation directly with the Chamber of Commerce. Output: a Handelsregister entry and a KVK extract (uittreksel).
5. UBO registration. The same filing carries beneficial-ownership data into the UBO register held by the same Chamber of Commerce. Output: a UBO registration confirmation.
6. Tax number allocation. The tax administration issues a number linked to the registration; VAT registration follows separately if the company will charge VAT. Output: an RSIN and, where applicable, a VAT number.
7. Ratification of pre-incorporation acts. Anything signed in the company's name before incorporation is confirmed by the board once the company exists. Output: a ratification resolution that closes the acting person's exposure.
8. Operational use of the register entry. You present the KVK extract to a bank, call up capital and sign contracts in the company's own name. Output: a bank account and the capacity to sue or be sued in a Dutch court.
Deadlines
| Step | Period | From what moment it runs | What happens if missed |
|---|---|---|---|
| Filing with the trade register | No fixed number of days is confirmed for this cluster; the entity is expected to be registered before it starts trading | From execution of the deed | Third parties dealing with the company before registration can hold the person who acted personally liable |
| Ratification of pre-incorporation acts | No fixed statutory period is confirmed; ratification is normally dealt with at or shortly after incorporation | From the act performed in the name of the company being formed | The person who signed remains personally bound until ratification takes place |
| UBO registration | Filed together with the incorporation in current notarial practice | From execution of the deed | A bank or other regulated counterparty can treat the entity file as incomplete and decline to act on it |
Documents and proof
| Document | Who issues it | Form | Translation or legalisation |
|---|---|---|---|
| Deed of incorporation | Civil-law notary | Notarial deed, Dutch original | Certified translation sometimes requested by foreign counterparties; not required domestically |
| KVK extract | Chamber of Commerce | Digital or paper extract | Apostille or legalisation needed for use outside the Netherlands in most cases |
| UBO registration confirmation | Chamber of Commerce | Digital confirmation | Underlying identity documents of foreign UBOs typically need legalisation |
| Identity documents of foreign incorporators | Foreign notary, embassy or apostille authority | Passport copies, apostilled corporate documents for a corporate incorporator | Apostille, and a sworn translation into Dutch if the notary requires it |
Cost
No confirmed figure exists for either the notarial fee or the trade register charge for this cluster, so none is given here as an amount. Two components make up the total. The notary's fee is agreed between the notary and the incorporator and is not published as a fixed tariff for this type of deed. The registration charge is set by the Chamber of Commerce on its own published tariff list, separate from this registry.
What drives the total is complexity, not the amount of paperwork on its face. A single domestic founder with a standard set of articles costs materially less in notarial time than a structure with several foreign shareholders, powers of attorney, and UBOs whose documents need legalisation before the file is complete.
Objections you will meet
"The bank refuses to open an account with only the KVK extract." Banks run their own client due diligence under separate anti-money-laundering duties. The extract proves legal existence, not adequate AML clearance, and further documents on UBOs and the source of capital are routinely requested.
"The notary will not sign because a foreign incorporator's documents are not legalised." The notary must complete identity and status verification before execution. A foreign corporate incorporator's constitutional documents normally need an apostille and, where they are not in Dutch, a sworn translation, and the deed waits until that file closes.
"A contract signed before incorporation is being disowned by the new company." Acts performed in the company's name before it existed bind the person who performed them personally, until the board ratifies the act. Without ratification, the counterparty's claim runs against that person, not against the BV.
"The register lists the wrong director." Correction runs through a further notarial deed amending the relevant resolution or the articles, followed by a fresh filing with the Chamber of Commerce. The trade register itself does not correct substantive errors; it records what is filed.
Outcome and enforcement
What you hold at the end of this route is a notarial deed, a KVK extract and a UBO registration confirmation, not a judgment. Enforcing the outcome means turning that register entry into something a bank, a counterparty or a Dutch court will act on without further proof.
In practice, that means presenting the KVK extract to open accounts and sign contracts, and relying on the register entry as the working record of who may represent the company towards third parties acting in good faith. Under the applicable Dutch rules, a person dealing with the company in good faith may rely on what the register shows, even where the internal position has changed and has not yet been filed.
Cross-border effect
A Dutch BV incorporated by this route is a legal person recognised throughout the Netherlands without any further domestic step. Recognition outside the Netherlands is not automatic: a foreign register, bank or counterparty will typically ask for the KVK extract bearing an apostille, and for a translation into its own language.
Within the European Union, Dutch legal personality is not re-examined as a matter of principle, but the receiving register or bank still asks for its own proof rather than accepting a Dutch filing at face value. Nothing in this route substitutes for a separate registration the company may need abroad, such as a branch filing or a foreign tax registration.
What this does not cover
- The choice between a BV, an NV or another legal form: that decision precedes this route.
- The tax treatment of the capital structure, the participation exemption or intra-group financing.
- Ongoing governance duties of directors once the company is registered and trading.
- A dispute over a defective incorporation, or a shareholder disputing what the deed records.
- Registration procedures in a jurisdiction other than the Netherlands.
Questions
Does the BV exist as soon as the deed is signed, or only once it is registered?
Legal personality arises on execution of the deed before the notary. Registration in the trade register is a separate, additional step that a third party is entitled to rely on when dealing with the company; without it, those dealing with the company can still hold the person who acted personally liable.
Can the notary register the BV without filing the UBO data?
No. Current notarial practice files UBO data together with the incorporation, through the same filing gateway to the Chamber of Commerce. A BV without a completed UBO registration is incomplete for banks and other regulated counterparties, even though its legal personality is unaffected.
What happens if a foreign shareholder's documents are not legalised on the day of signing?
The notary will not execute the deed until the required legalisation and translation are in place, or will execute a version that excludes the incomplete party until its documents are ready. Delay sits with the document chain, not with the trade register.
Founders and counsel weighing this route against a broader group reorganisation can route the specific facts of a mandate through a note rather than a call. Where the open question is what actually sits behind a Dutch entity once it is registered, a structure report sets out the ownership chain, the filed directors and the UBO position as the register shows them, not as a counterparty represents them: see the structure report.
Related material: how outcomes are turned into leverage after interim measures at the Enterprise Chamber; the objections that surface during legal due diligence on a Dutch target; the ownership chain behind a Swiss-linked structure; and the exposure of a director of a Dutch entity who has never visited the country.
Written by Sanne de Wit, responsible for structures, holding and tax at Nolthenius & Partners. She works on the mechanics of forming, financing and unwinding Dutch holding structures.
Last legal review: 2026-09-21