12 September 2017

Checking the Commercial Register in the Netherlands

Category: UBO registry

If you run your own business, sit on the board of a company or are the sole shareholder of your B.V., you will have had dealings with the KvK (Dutch Chamber of Commerce) and may also be familiar with the handelsregister (the Dutch commercial register). This register contains listings of all businesses and legal entities registered in the Netherlands.

Information Currently Listed in the Commercial Register in the Netherlands

If you are looking for information on a company or business that you are dealing with (or considering dealing with), the commercial register is a trove of useful information. At present, the commercial register contains key data about the registered business or entity itself (name, commercial registry number, type of entity, address, description of activities etc.) and about the business or entity’s authorized representatives (for example, in the case of a company, the company’s directors). The commercial register can also contain financial data such as balance sheets, information on whether a company forms part of a corporate group, as well as information on a company’s issued and paid up capital.

What the commercial register does not currently contain is information on who owns a company (except for in the case of companies with a sole shareholder). This means that where a company’s shares are held by more than one person, it is presently impossible for the public to tell who owns the company. However, this is soon going to change (see my article on the introduction of the new UBO register in the Netherlands).

Why Check the Commercial Register?

There are two key reasons why it is crucial that you check the commercial register.

Firstly, checking the commercial register helps you to know who you are doing business with and allows you to make more informed decisions and risk assessments about your business partners. If you are entering into a contract with a company and your research in the commercial register reveals that your counter party has been around for a long time and has a healthy balance sheet, you might agree on different terms than with a company that you discover has only been registered for a few months, only has € 1.00 in share capital and a registered office that is not an actual place of business, but just a so-called “virtual office”. Being aware of these things will allow you to take suitable precautions such as insisting on payment in advance or otherwise ensuring that you agree on sufficient securities to protect yourself in case of non-payment, e.g. a bank guarantee, a charge, a lien or (if you are supplying goods) a retention of title.

Secondly, checking he commercial register will allow you to ensure that the person you are dealing with actually has the authority to validly represent your counterparty, removing the risk of a contract being found to be invalid because it was not signed by an authorized signatory. As a rule, parties are deemed to be aware of information published in the commercial register, meaning that you will generally not be able to claim that you were unaware of a person’s lack of authority if their name does not appear in the commercial register or if the commercial register lists a limitation on their signatory authority.