Running the company: bank, changes, exit
Share Transfer and Corporate Changes in a Dutch BV
For groups, buyers and their advisers.
The deed, the board change and the one-week KVK and UBO filings as one closing, the tax knock-ons set out before signing.
- Deed before a notary in the Netherlands, art. 2:196 BW
- KVK and UBO changes within one week
- Registering the change at KVK: free
Changing who owns and runs a Dutch BV
We prepare share transfers in a Dutch besloten vennootschap (BV, private limited company) for buyers, sellers, groups and their advisers: the deed, the board change, the filings and the restructuring after. The new owners' bank mandates sit in the same closing, through our corporate bank account service.
A share deal moves the company with its whole past (KVK, as at October 2026), so a group asks what travels with it and which clocks run. If the buyer found an existing BV, we assist the buyer in the notarial share transfer; we never sell the company.
What's included
The notary executes every deed. We prepare and coordinate everything around it.
The deed file
We read the target's articles, check the shareholders' register against every earlier deed and collect what the notary and the KVK need.
The blocking clause
The offer-first rule by default, or the approval rule or lock-up laid down in the deed of incorporation of a BV, cleared before signing.
The control moment
The company acknowledges the transfer in the deed, the buyer is entered in the register, and a written resolution changes the board on the day.
The filings
The KVK changes of officials and sole shareholder, and the UBO change, each within one week, including the papers of a director living abroad.
Amending the articles
A new name, objects, share classes or governance, by a second notarial deed in Dutch, then filed with the KVK on form 15.
Conversion
NV into BV or BV into NV, and a BV moving to another EU or EEA state without ceasing to exist.
Mergers and demergers
Domestic or cross-border, the group short form, and when the ACM, a works council, the SER or the BTI is involved.
The secretarial side
The register, minutes and resolutions prepared for the board, which keeps them by law (art. 2:194 BW).
How a share transfer runs, step by step
The statutory sequence, who acts, and only the timings the law or the KVK publishes.
Route and holder
(the buyer and their tax adviser). Share deal or asset deal, directly or through a holding; what does not travel (losses) and what costs extra.
Clear the blocking clause
(seller and co-shareholders). A pro rata offer, an expert price on request, free transfer within three months if not bought for cash; or the articles' own rule.
Clearances where they apply
(buyer and seller). ACM notification above the thresholds, no completion before notification and four weeks; works council advice; SER and unions above 50 employees; the BTI.
Purchase agreement
(seller and buyer). No prescribed form. It obliges the parties; it does not transfer a single share.
Instruct a notary in the Netherlands
(usually the buyer; we coordinate). Identification (art. 39 Wna), Wwft due diligence, the draft deed, any power of attorney; a foreign notary cannot act.
Execute the deed
(notary, parties, company). The shares pass on execution (art. 2:196 BW); the company acknowledges in the deed; a written resolution changes the board; the register is updated.
KVK and UBO filings
(each director; most notaries file). Within one week (art. 20 lid 2 Hrw 2007); the former owner can no longer file. Processing: KVK 3 working days online, 7 by post; UBO 4.
Follow-up
(the board, the tax adviser). Articles changed by a second deed and form 15; a fiscal unity request, at most three months retroactive; the VAT number continues.
- Choose route and holderBuyer and tax adviserNo official time is published
- Clear the blocking clauseSeller and co-shareholdersFree transfer within three months if not bought for cash
- Clearances where they applyBuyer and sellerACM: notification plus four weeks
- Purchase agreementSeller and buyerObliges, does not transferNo official time is published
- Instruct a Dutch notaryBuyer, with usIdentification, Wwft due diligenceNo official time is published
- Execute the deedNotary, parties, companyShares pass on execution (art. 2:196 BW)
- KVK and UBO filingsEach directorWithin one week (art. 20 lid 2 Hrw 2007)KVK 3 / 7 working days, UBO 4
- Follow-upBoard and tax adviserFiscal unity: at most three months back
Planning a closing around a Dutch BV?
Send us the target and the closing date; we set out the deed, the board change and the filings in order.
Deadlines, filings and state charges
What the law and the KVK fix after a transfer.
Deadlines and state charges after a share transfer, as at 2026.
| Item | The rule | Deadline or state charge | Source |
|---|---|---|---|
| Transfer deed | Executed before a notary holding office in the Netherlands, the parties being party to it (art. 2:196 lid 1 BW) | The shares pass on execution | Civil Code Book 2 |
| Register changes: officials, sole shareholder, articles | Owed by each director (art. 18 Hrw 2007) | Within one week of the fact (art. 20 lid 2 Hrw 2007) | Hrw 2007 |
| Not filing | Prohibited (art. 47 Hrw 2007) | An economic offence, fourth category | Hrw 2007 |
| UBO change | Reported to the UBO register; cannot be future-dated | Within one week | KVK, UBO register |
| Registering a change at KVK | Officials, sole shareholder, amended articles | Free (2026) | KVK |
| A takeover, merger or demerger creating a new KVK number | Registration fee (art. 5 Financiële regeling handelsregister 2019) | EUR 85.15 (2026) | Financiële regeling handelsregister 2019 |
| Notary's fee | Not regulated; itemised on request (art. 54 lid 1, art. 55 lid 1 Wna) | Set by the notary | Wet op het notarisambt (Notaries Act) |
| Shares in a property-rich company | Real estate transfer tax once a corporate buyer reaches one third (art. 4 WBR) | 10.4 percent; 8 percent so far as the shares relate to dwellings (2026, art. 14 WBR) | Wet op belastingen van rechtsverkeer |
| KVK processing, as published | Business Register change; UBO change | 3 working days online, 7 by post; UBO 4 working days | KVK, current processing times |
Our own fee is quoted on request.
Documents you will need
What the notary and the KVK ask for.
- Passport or ID card of every natural-person party and incoming director (art. 39 Wna)
- The notary's Wwft data: UBOs of every corporate party, source of the funds
- The target's current articles of association
- The shareholders' register, with copies of every earlier transfer deed
- Proof the blocking clause was met: the offer and its outcome, or the approval
- A written power of attorney, in the notary's required form, for a party not attending
- For a corporate party: its home-register extract and proof of who may sign
- For a director abroad: legalised ID copy and proof of address
- Non-EU residents add a legalised population-register extract under 2 months old, sworn translation
- Details of the new ultimate beneficial owners, for the UBO change
- For an amendment or conversion: the shareholder resolution
- For a BV becoming an NV: the auditor's statement on equity
What a share deal carries with it
The rules as the statutes state them; the choice is your tax adviser's.
The company's whole past
Debts, contracts, staff, licences and the tax record, VAT included, stay inside the BV: the legal person and the business do not change (Belastingdienst).
Losses
No loss carry-forward once the ultimate interest changes by 30 percent or more, subject to the statutory exceptions and tests (art. 20a lid 1 Wet Vpb 1969).
Selling through a holding
A gain on a holding of at least 5 percent of the nominal paid-up capital is exempt, deal costs not deductible (art. 13 Wet Vpb 1969): the participation exemption in the Netherlands.
A buying parent's fiscal unity
The target can join the parent's fiscale eenheid (fiscal unity) at 95 percent, at most three months before the request (art. 15 Wet Vpb 1969).
- Fiscal Unity in the Netherlands
A foreign corporate seller
Taxed here only in an artificial arrangement whose main purpose, or one of them, is avoiding another person's income tax; treaties may limit (art. 17 lid 3 sub b Wet Vpb 1969).
The incoming director
Each director is jointly and severally liable for the company's wage tax and VAT; a former director stays liable for debts from their term (art. 36 Invorderingswet 1990).
Restructuring: amendments, conversions and mergers
The steps are the legal merger (juridische fusie, art. 2:309 BW); a share merger (aandelenfusie) is a share transfer, a business merger (bedrijfsfusie) an asset deal.
Proposal and announcement
(the boards). The proposal and the last three adopted annual accounts deposited at the register, announced in a national daily newspaper (art. 2:314 BW).
The creditors' month
(creditors). One month from the announcement to oppose the proposal at the district court (art. 2:316 lid 2 BW).
The resolution
(general meeting or board). Only after that month; in the group short form, the acquiring company's board resolves (art. 2:317, 2:331, 2:333 BW).
The deed
(the notary). Within six months of the announcement, effective the next day, with the notary's certificate at its foot (art. 2:318 BW).
Registration
(the acquiring entity). Within eight days of the deed; KVK form 15 for the disappearing entity.
Cross-border, EU or EEA
(boards, notary). Comments up to five working days before the resolution, a Staatscourant announcement, a Dutch notary's pre-merger certificate (art. 2:333c to 2:333i BW).
An NV and a BV count as one legal form for a merger (art. 2:310 lid 3 BW); none during bankruptcy or suspension of payments.
Amending the articles takes a Dutch notarial deed (art. 2:234 BW); conversion does not end the company (art. 2:18 BW), and becoming the Dutch NV form needs an auditor's statement and EUR 45,000. An unneeded BV ends by turbo liquidation in the Netherlands.
Proposal deposited at the register with the last three annual accounts, and announced in a national daily newspaper (art. 2:314 BW).
Creditors' window to oppose at the district court closes (art. 2:316 lid 2 BW); the resolution only after it.
Notarial deed, from the announcement, effective the next day (art. 2:318 BW).
Registration by the acquiring entity, counted from the deed.
Problems we solve
- "We signed, so the shares are ours"
The purchase agreement only obliges. The shares pass when a notary in the Netherlands executes the deed, so the closing is planned around that appointment.
- A party abroad
A foreign director need not visit the KVK, and a party not attending signs by power of attorney, as the notary requires.
- A blocking clause found late
A transfer in breach of a lock-up or an approval rule is invalid (art. 2:195 BW), so we read the articles before anyone signs.
- An existing BV the buyer found
We assist the buyer in its notarial share transfer, as on the ready-made companies page; selling or matching a company is a licensed trust service (Wtt 2018).
- "We need a company secretary"
A Dutch BV has none by law: the board keeps the register and files. We prepare that work for the board, never for a client also taking an address from us or our group.
Restructuring a group, or moving shares between its companies?
The merger calendar, the filings and the tax rules, set out before the resolution.
Why work with us
Floris Hendriks, Formation and corporate changes lead, Amsterdam. Dutch, English, German.
From our practice: the target's articles and shareholders' register are read before any deed is drafted; the closing runs deed with acknowledgement, written resolution, register entry, filings.
Frequently Asked Questions
Can shares in a Dutch BV be transferred without a notary?
No. Only a deed executed before a notary holding office in the Netherlands, with the parties as parties to it, transfers the shares (art. 2:196 lid 1 BW). The purchase agreement obliges the parties but moves nothing. The KVK puts it plainly: equity transactions "must always be formalised by a notary".
Can I sign the share transfer from abroad, or before a notary in my own country?
A notary in your own country cannot execute the deed: the law requires a notary holding office in the Netherlands (art. 2:196 lid 1 BW). You can still sign from abroad. A party who does not attend appears by written power of attorney, in the form the executing notary requires; no statute sets that form.
Do the other shareholders have to agree to the transfer?
Only if the articles say so. Unless they provide otherwise, the shares must first be offered to the co-shareholders pro rata (art. 2:195 lid 1 BW). The articles may instead set an approval rule or a lock-up, and a transfer in breach is invalid. A clause that makes transfer impossible does not apply.
Does the buyer inherit the company's debts and tax history?
Yes. On a share transfer the legal person and the business do not change, so every pre-transfer position, VAT included, stays inside the BV the buyer now owns. The KVK lists what goes with the shares: assets and liabilities, rights and obligations, staff, contracts, licences and the entire history of the business.
Do the company's tax losses survive a change of owner?
Not always. Losses can no longer be carried forward once the ultimate interest in the company has changed by 30 percent or more (art. 20a lid 1 Wet Vpb 1969). Exceptions apply, with tests on the company's assets and activities. Whether the target's losses survive is a question for tax advice before signing.
What does the state charge for a share transfer and the KVK change?
Registering the change at the KVK is free (2026). A registration fee of EUR 85.15 (2026) applies only where a takeover, merger or demerger creates a new KVK number. The notary's fee is not regulated, and the notary itemises it on request. Our own fee is quoted on request.
When does the buyer actually control the company and its board?
The shares pass on execution, but the buyer exercises the share rights once the company acknowledges the transfer, which is done in the deed itself (art. 2:196a lid 1, art. 2:196b lid 1 BW). The new shareholder can then dismiss and appoint directors by written resolution on the day (art. 2:238, 2:242, 2:244 BW).
What must be filed after the transfer, by whom and by when?
The KVK changes are due within one week, owed by each director (art. 18, art. 20 lid 2 Hrw 2007). Most notaries file them; the buyer may; the former owner no longer can. The UBO change is also due within one week. Not filing is prohibited (art. 47 Hrw 2007).
Is the sale of Dutch BV shares by a holding company taxed?
Under the participation exemption, a gain on a holding of at least 5 percent of the nominal paid-up capital is left out of account, and the costs of acquiring or disposing of it are then not deductible (art. 13 Wet Vpb 1969). Whether the conditions are met is decided with tax advice.
Is a foreign company taxed in the Netherlands when it sells shares in a Dutch BV?
Only in a narrow case: where it holds the substantial interest with the main purpose, or one of them, of avoiding income tax at another person's level, and the arrangement is artificial (art. 17 lid 3 sub b Wet Vpb 1969). A tax treaty may limit the Dutch claim further.
How does a legal merger of two Dutch companies work, and how long does it take?
The proposal is deposited and announced; creditors have one month to oppose; the resolution follows only after that month. The notarial deed must be executed within six months of the announcement, and the acquiring entity registers the merger within eight days of the deed (art. 2:314 to 2:318 BW).
Can a Dutch BV merge with an NV, or with a company in another EU country?
Yes. For a legal merger an NV and a BV count as the same legal form (art. 2:310 lid 3 BW). A BV may also merge with a capital company of another EU or EEA state, through the cross-border procedure and a Dutch notary's pre-merger certificate (art. 2:333c BW).
When does a merger or an acquisition need ACM approval?
A notification is needed when the combined turnover in the previous calendar year exceeded EUR 150 million and at least two of the parties each made EUR 30 million in the Netherlands. No completion before notification and four weeks (Mededingingswet art. 29 and 34, consolidation in force from 1 September 2025).
Is a company secretary required for a Dutch BV?
No. Book 2 BW knows a secretaris only on an association's board (art. 2:37 lid 7 BW); in a BV the board keeps the register and files the changes. A provider that also supplies the company's address may not do that work without a DNB trust-office licence (Wtt 2018).
Can a BV be converted into an NV, or moved to another EU country?
Yes. Conversion needs a resolution, an amendment of the articles and a notarial deed, and does not end the company (art. 2:18 BW). BV into NV adds an auditor's statement and EUR 45,000 capital (art. 2:72, 2:67 BW). A cross-border conversion also keeps the company in existence (art. 2:335 BW).
Request a transfer plan
Send us the target's name and what changes; our reply sets out the steps, documents and signatories.