The Kamer van Koophandel (KvK) Handelsregister is the statutory source for authorised representatives in the Netherlands. It records who holds authority to act on behalf of a legal entity, the scope of that authority, and any restrictions placed on it. Control over a Dutch entity is exercised through the persons named there — and the register is the first place a counterparty, acquirer, or lender must consult.
The angle here is control: who can bind the entity, under what conditions, and what the shareholder can verify from official sources before or during a transaction.
What the register showsNamed authorised representatives (gevolmachtigden and statutory directors), scope of authority (sole or joint), and any registered limitations. Source: Kamer van Koophandel Handelsregister · verified 2026-08-20 Access conditionExtracts are available to any applicant; no demonstration of legal interest is required for standard company information. Source: Kamer van Koophandel · verified 2026-08-20 What the register does not showUnregistered internal resolutions, side agreements between shareholders, or powers of attorney granted outside the register. Source: Kamer van Koophandel · verified 2026-08-20 Coverage levelLevel A — statutory registration is mandatory; omission is a civil and administrative infraction under Dutch law.Who appears in the Handelsregister as authorised representative
Dutch law distinguishes between statutory directors (bestuurders), supervisory board members (commissarissen), and authorised representatives (gevolmachtigden and procuratiehouders). Each category carries a different scope of authority.
The Handelsregister records:
- the full name of each representative
- the type of authority (general or limited)
- whether authority is exercised alone or jointly with another named person
- any registered restriction on the scope of acts
A sole-authority entry means that person can bind the entity without co-signature. A joint-authority entry means at least two named persons must act together. This distinction is material for any transaction: a contract signed by a sole-authority representative is binding; a contract signed by one of two joint-authority representatives is not, unless the other co-signs or a separate power of attorney covers the act.
The register also records the date from which authority runs and, where applicable, the date it ended. Historical entries remain accessible. This matters when verifying whether a person who signed a document in a prior period held valid authority at that time.
Source: Kamer van Koophandel Handelsregister · verified 2026-08-20
Scope of authority and registered restrictions
Dutch corporate law permits the supervisory board or general meeting to impose restrictions on a director's authority. Those restrictions bind the entity internally. Whether they are enforceable against a third party depends on whether they were registered.
Restrictions that appear in the Handelsregister are, in principle, opposable to third parties acting in good faith. Restrictions that exist only in internal resolutions or shareholder agreements are not. This is the core verification question for any counterparty: does the restriction appear in the register, or only in a document the counterparty has never seen?
The register entry will state, for example, that a director's authority is limited to acts below a specified threshold, or that certain categories of act require board approval. Where such a restriction is registered, reliance on the representative's signature alone does not protect the counterparty.
A gevolmachtigde (holder of a commercial power of attorney) may appear in the register with a narrower scope than a statutory director. The register entry specifies the scope. Acts outside that scope do not bind the entity unless ratified.
Source: Kamer van Koophandel Handelsregister · verified 2026-08-20
What the shareholder can enforce and what the register does not capture
The Handelsregister records the formal position. It does not record:
- the content of shareholder resolutions that have not been filed
- side letters between shareholders altering the effective scope of authority
- powers of attorney granted by notarial deed but not registered
- internal approval thresholds set by board resolution rather than articles
A shareholder seeking to verify actual control — not merely formal authority — must go beyond the register. The articles of association (statuten) are filed with the KvK and are retrievable. They set the constitutional framework. But resolutions passed after incorporation, and any amendments not yet filed, may not appear.
The gap between formal authority and effective control is the central verification problem in Dutch corporate due diligence. The register closes the formal layer. The documentary layer — resolutions, shareholder agreements, notarial deeds — requires separate retrieval and review.
Source: Kamer van Koophandel Handelsregister · verified 2026-08-20
UBO register and beneficial ownership
The Netherlands operates a UBO register (Ultimate Beneficial Owner register) maintained by the KvK. Following the CJEU judgment in joined cases C-37/20 and C-601/20, public access to UBO data was suspended. Access is currently restricted to competent authorities, obliged entities under anti-money-laundering legislation, and persons demonstrating a legitimate interest.
The authorised representative recorded in the Handelsregister is not necessarily the beneficial owner. A representative may act on behalf of a shareholder chain that terminates in a natural person who does not appear in the commercial register at all. Establishing that chain requires access to the UBO register under the applicable access conditions, or analysis of the ownership layer through other filed documents.
[СВЕРИТЬ местным консультантом до публикации] Access conditions for the Dutch UBO register are subject to ongoing legislative and judicial development. The access regime stated here reflects the position as of the verification date and may change.
Source: Kamer van Koophandel UBO-register · verified 2026-08-20
The limit of what the sources allow
The Handelsregister shows who is formally authorised and on what terms as of the date of the extract. It does not show:
- whether the representative is currently reachable or active in practice
- whether an internal resolution has revoked authority without the register yet being updated (there is a filing lag)
- the content of any shareholder agreement restricting the representative's practical freedom of action
- whether a court has issued an interim measure affecting the representative's authority
The articles of association filed with the KvK set the constitutional framework but do not capture post-incorporation amendments that have not yet been filed. The filing obligation exists; compliance is not instantaneous.
The UBO layer is not accessible through a standard commercial extract. Where the verification question concerns who ultimately controls the entity — not merely who is formally authorised — the register alone does not answer it.
These are not gaps that additional payment closes. They are structural limits of the source. The report states, at each point, which layer the source covers and where the chain stops.
Where the sources disagree
The Handelsregister and the filed articles of association may describe authority differently. The articles set the constitutional rule; the register records the current registered position. Where a later amendment to the articles has not yet produced a corresponding update to the register entry, the two sources diverge.
In that case, the articles control as between shareholders and the company. The register controls as against third parties acting in good faith without knowledge of the discrepancy. Identifying the divergence — and its direction — is a distinct step in the verification process.
A second source of disagreement arises where a notarial deed of incorporation or amendment has been executed but not yet processed by the KvK. The deed is the primary instrument; the register entry is derivative. The deed date and the register update date may differ by days or weeks.
Source: Kamer van Koophandel Handelsregister · verified 2026-08-20
Scope and fixed price
| Tier | Price | What is included | What is NOT included |
|---|---|---|---|
| Signal | €1,350 | Current Handelsregister extract: named representatives, authority type (sole/joint), registered restrictions, authority dates. Filed articles of association (statuten). Summary of formal authority structure. | UBO register query. Historical authority chain. Post-incorporation resolutions. Shareholder agreement review. |
| Standard | €2,850 | Everything in Signal. Historical extract covering prior representatives and lapsed authorities. Review of filed articles against current register entry. Identification of any divergence between the two sources. Written analysis of the formal authority layer. | UBO register query. Shareholder agreement review. Notarial deed retrieval beyond filed statuten. Court order search. |
| Extended | €6,300 | Everything in Standard. UBO register query under applicable access conditions (result subject to access regime in force at time of request). Notarial deed retrieval and review. Court records search for interim measures affecting authority. Consolidated written report covering formal, documentary, and ownership layers with explicit statement of what each source does and does not establish. | Legal advice on enforceability. Representation in proceedings. Guarantee of UBO register access (access subject to statutory conditions outside VLO's control). |
FAQ
What does the Handelsregister extract actually contain for an authorised representative? The extract names the representative, states the type of authority (sole or joint), records any registered restriction on scope, and shows the dates from which authority runs. Where authority has ended, the end date is recorded. Historical entries remain accessible. The extract does not contain internal resolutions, shareholder agreements, or powers of attorney that were not filed with the KvK.
Can a third party rely on the register entry without checking the articles? Dutch law gives third parties acting in good faith protection based on the register entry. However, where the articles impose a restriction that is also registered, that restriction is opposable. Relying on the register entry without retrieving the articles creates a gap: the articles may contain registered restrictions that the extract summary does not reproduce in full.
What is the filing lag for changes to authorised representatives? Dutch law requires notification of changes within a statutory period. The KvK processes filings in sequence. There is an interval between the effective date of a change — for example, a board resolution removing a director — and the date the register reflects it. The extract states the date of the most recent update, not the date of the underlying resolution. Verifying the resolution date requires the filed document, not only the extract.
Does the report cover the UBO register? The Signal and Standard tiers cover the commercial register and filed corporate documents. The Extended tier includes a UBO register query, subject to the access conditions in force at the time of the request. Access to UBO data is not guaranteed: it depends on the statutory regime applicable at the date of the query. The report states the result of the query and the access basis on which it was made.
What if the register shows joint authority but only one person signed the relevant document? The report identifies the authority structure as registered. It does not provide a legal opinion on whether a specific document is binding. Where the register shows joint authority and a document bears only one signature, the report records that discrepancy. The legal consequence of the discrepancy is a matter for legal advice, which this report does not provide.
How long does the report take? Signal tier: standard turnaround is stated at the time of request confirmation. Standard and Extended tiers involve retrieval from multiple sources and review; timelines are confirmed after the scope is agreed. UBO register queries in the Extended tier are subject to the processing time of the KvK and any applicable access procedure.
Sources:
Kamer van Koophandel Handelsregister — https://www.kvk.nl — verified 2026-08-20
Kamer van Koophandel UBO-register — https://www.kvk.nl/producten-bestellen/ubo-register/ — verified 2026-08-20
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Disclaimer: This report is a factual compilation from official registers and public sources. It is provided for informational purposes only, does not constitute legal advice, and contains no legal qualification of the facts established. VLO Law Firm assumes no liability for actions taken or not taken based on this material. For advice regarding your particular situation, please contact info@vlolawfirm.com.
Author: Elena Moretti — Partner, Continental Europe, VLO Law Firm
