How to arrange an apostille or legalisation for Dutch corporate documents?

Each country has its own ways of arranging an apostille or legalisation on corporate documents. Also, countries have their own kind of corporate documents. A good example is an extract of the Chamber of Commerce often used in the Netherlands. A Dutch extract has a fixed format. In Great Brittan a similar document is called an ‘incorporation document’. You can request the Companies House to issue the document with information such as names of the directors and legal address. In the British Virgin Islands, certificates of incumbency are in use. Such documents contain comparable information as for extracts only the certificates are issued by notary firms or registered agents.

Not only the corporate documents differ. Also, the practices of bank, courts and notaries differ in respect of the requested information and how corporate documents are notarised and provided with an apostille. 

In this article we will inform you on the trade register extracts, also called excerpts, deeds of incorporation and other commonly used Dutch corporate documents and the way to get them notarised and provided with an apostille.

Details that can be found in a Dutch extract

The most used corporate document for Dutch companies is the extract of the Chamber of Commerce. All Dutch sole traders and legal entities can be found in the trade register of the Chamber of Commerce.

An extract can be requested at the trade register both electronically and in hard copy form. For some information first an account shall be registered.

Dutch extracts contain an abundance of information, such as:

–          Chamber of Commerce identification number (CCI)

–          Legal business name

–          Fiscal number (RSIN)

–          Location corporate seat

–          Trade names, if existing

–          Amount issued capital

–          Amount of paid-up capital

–          SBI codes activities

–          Registered office address

–          Post address, if existing

–          Date of incorporation

–          Date of registration with the trade register

–          Date and year last filed publication report

–          Name of the sole shareholder, if existing

–          Names of the board members  

–          Authority of the director, sole/jointly

–          Attorneys, if existed

Can an extract of the Chamber of Commerce be legalised or notarised?

Legalisation of an extract issued by the Chamber of Commerce is not an option as they do not contain a wet ink signature. A Dutch civil law notary can certify an extract, though this does not give much added value. If the extract has been issued by the trade register printed on their watermarked paper, Dutch courts can directly add an apostille to the extract. 

At bank account opening, most banks in the Netherlands accept scans of extracts and other requested documents. Foreign banks regularly ask for a notarised or legalised extract or to add an apostille. 

How to obtain an apostille in the Netherlands?

Obtaining an apostille in the Netherlands is relatively easy as the Netherlands is a member of the Apostille convention. Requests for apostilles can be made to the court and are processed in a day.

The process is more complex, time consuming and expensive in case a document is required for a country that is not a member of the Apostille convention. Then you first have to obtain a stamp from the Dutch Ministry of Foreign Affairs. This followed by a consular legalisation at the embassy of the country the document is needed for.

What information contains a deed of incorporation?

Another essential document for your Dutch business is the deed of incorporation. A deed contains the articles of your company and are therefore also named ‘articles’.

Next thereto the deed also contains information on the founders of the business and notary executing the deed. The latter can be good to know when you wish to order a copy of the deed of incorporation.

The deed ends with information of the initial appointed directors, registered office address, issued shares and details of the shareholders.

When a BV has been registered an extract and deed of incorporation are provided to you. A deed of incorporation is executed in the Dutch language and can be provided with an English office translation. Despite the fact the translation is not official, the English version is generally accepted as it is being prepared by qualified translators.

A deed of incorporation of your business that is provided by a notary, is in fact a transcript of the original deed, which is kept at the notary office. Each copy that the notary issues has a wet ink signature of the notary. The wet ink signature of the notary and the fact that all candidate notaries and notaries are known with the Dutch courts makes it possible to directly obtain an apostille on the deed.

What is a register of shareholders?

A register of register of shareholders of a Dutch business contains information on the issued shares, paid in capital, currency, types of shares, shareholders details, pledges, usufruct on the shares and issue of depositary receipts.

A register of shareholders is prepared by the notarial office at incorporation of the company. It is a responsibility of the directors to keep the information of the register up to date. The register of shareholders shall be kept at the registered address of your business.

The information in the register is private and in case it gets lost it shall be reconstructed on the basis of relevant notarial deeds. This can be the deed of incorporation, deeds of amendment of articles, deeds of share issue, deed of share transfer, deeds of share pledge, etc.   

What to do if a register of shareholders with apostille is requested?

The register of shareholders can be in Dutch and English language. In case of a register in Dutch, it can be practical to provide an English excerpt of the register signed by a board member if a bank or authority outside the Netherlands asks for the register of shareholders. This way you can save on translation expenses.

In cases a register of shareholders with an apostille is needed this can be prepared in two ways. The preparation requires an intermediary step. First a certified copy of the excerpt or a legalisation of the signature of the board member on the excerpt is made by the notary. Secondly an apostille can be obtained from a court.

Assistance with the Dutch legalisations and apostilles

ABiLiTieS’ Dutch legal advisors can advise you in the best way to prepare the corporate documents for legalisation and obtain apostilles. They can also assist you with ordering corporate documents from the trade register and notaries.