# Technology and SaaS: what the register shows the world
The Dutch trade register shows what a technology or SaaS company's capital structure becomes once foreign investment, option pools and convertible instruments convert into shares. It does not show the contracts, the code or the licences behind them. This is for anyone assessing a Dutch BV that raised money through instruments not native to Dutch company law.
Why this arises here
SaaS businesses raise capital differently from a manufacturer or a retailer. Convertible loan notes, SAFE-style instruments, and rounds priced on recurring revenue rather than on physical assets are ordinary practice in this sector. Convertible notes are not a creature of Dutch law, so most rounds convert into an ordinary share issuance at completion, and each conversion is its own filing event, separate from the round itself.
The same company frequently runs an employee option pool through a stichting administratiekantoor (administration foundation, known as a "STAK"), because Dutch law makes a large number of small direct shareholdings awkward to administer. Neither the round mechanics nor the STAK's internal option ledger appear as such in the trade register. What appears is the eventual share issuance and the STAK's own registration, filed separately.
Assessing whether a Dutch BV's structure matches what a counterparty or investor expects is a question of corporate law and governance before it is a technology question, and the register is where that question first meets a public record.
The mechanics in short
Each share issuance, whether from a converting note or a priced round, requires a notariële akte (notarial deed) and an amendment to the shareholders register, which the notary or the board files with the Handelsregister (trade register) within the statutory filing period. Where options are administered through a STAK, the STAK is a separate legal entity with its own trade register file, its own board and its own UBO filing, distinct from the operating company's.
A foreign parent holding shares directly, rather than through the STAK, appears in the operating company's file as a shareholder of record once its identity and holding are notarised. Whether it also triggers a UBO entry depends on the percentage of shares or voting rights held, assessed under the applicable Dutch rules rather than against a fixed figure quoted here. A foreign parent's own governance duties are recorded quite differently where the underlying business is physical rather than digital, as in governance patterns for automotive and mobility, where control sits with asset ownership rather than a cap table.
The pattern specific to Technology and SaaS
What is specific to this sector is the mismatch between how the money actually moves and what a static filing can show. A convertible note sits off the share register until conversion, so a company can carry meaningful outside investment that stays invisible in the trade register for a year or more. An option pool sitting in a STAK means the people who will eventually hold equity are not shareholders of the operating company at all, and never appear as such in its own file.
A round priced on recurring revenue rather than assets leaves no register trace of the valuation basis: the register shows the share count and the nominal value, never the multiple or the metric behind it. None of this is a marketing point about the sector. It is simply where a search of the operating company's own file stops answering the question a counterparty is actually asking. Where a founder or an investor disputes the terms on which a note converted, that dispute is decided elsewhere, and the pattern that arises is closer to the one described for interim relief in technology and SaaS disputes than to anything the register itself resolves. If the dispute reaches a Dutch court, the trade register extract is evidence of who holds what today, not proof of how the round was agreed.
What to check
Ask for the shareholders register and the deed of issue for the most recent round, not only the trade register extract, because the extract lags behind the underlying deed. Ask whether an option pool exists and whether it sits in a STAK; if it does, request that entity's own file, separately from the operating company's.
Ask whether any convertible instrument is still outstanding and unconverted, because it will not appear as equity until conversion actually happens. Where the parent is foreign, check whether the parent's own filing is what actually shows the ultimate ownership; a comparable filing question for how the UK register shows the same information follows a different logic and is not a substitute for the Dutch one.
Filing events specific to this pattern
| Filing event | Who files | Register | What appears afterwards |
|---|---|---|---|
| Ordinary share issuance on round closing | Notary, on the board's instruction | Trade register | New shareholder and new share count in the extract |
| STAK incorporation for an option pool | Notary | Trade register | A separate legal entity, its own board, its own UBO entry |
| Convertible note conversion | Notary, at the moment of conversion | Trade register | Share issuance as above; the note itself never appears |
| Change of foreign parent shareholder | Notary or board, depending on the deed | Trade register and UBO register | New ultimate beneficial owner recorded where the threshold is met |
What this does not cover
- Does not cover the substantive terms of SaaS customer contracts, licensing terms or data processing agreements.
- Does not cover valuation, pricing or the commercial terms of any funding round.
- Does not cover the tax treatment of option plans or convertible instruments.
- Does not cover the filing rules of any jurisdiction other than the Netherlands for a foreign parent or investor.
- Does not cover the resolution of a dispute arising from a round or a STAK once litigation starts.
Questions
Does the trade register show an outstanding convertible note before it converts?
No. A convertible note is a contractual claim against the company, not an equity interest, so it does not appear in the shareholders register or the trade register until conversion produces an actual share issuance.
Why do SaaS companies use a STAK for employee options rather than issuing shares directly?
A STAK lets the company keep a single shareholder of record for a large group of option holders, avoiding a separate notarial deed and a separate register amendment for every individual grant. Whether that fits a particular plan is a matter of structuring practice, decided case by case.
Does a foreign investor holding shares directly need a Dutch UBO filing?
A foreign investor holding shares directly in a Dutch BV is assessed against the UBO threshold on the operating company's own filing, under the applicable Dutch rules on percentage of shares or voting rights. The assessment is made at the level of the operating company, not the foreign investor's own jurisdiction.
Where your own filing history needs matching against the patterns above, this is what a structure report sets out: the current shareholders register, the trade register file, and any STAK or foreign parent entries, read together rather than one extract at a time.
Adjacent to this: how a director's exposure for external liability is recorded is covered separately in the register entry on external liability of directors.
Sanne de Wit — Structures, holding and tax. Sanne advises on holding and financing structures, including how convertible instruments, option pools and foreign shareholdings are eventually reflected in a Dutch company's own filings.
Last legal review: 2026-09-29