After your BV is formed, some changes to its KVK record are a straightforward registry filing you (or an adviser) can make yourself, such as a new director or a new address. Others, principally a share transfer or an amendment to the articles of association, are only valid once passed by a Dutch civil-law notary. Any change in beneficial ownership must reach the UBO register within 7 days.
Why the register must stay current
When the notary incorporated your BV, the company was entered into the Handelsregister, the Dutch trade register run by the KVK (Kamer van Koophandel). That entry is the public record of who runs the company, where it sits, and how to reach it. Banks, suppliers, the Belastingdienst and counterparties all rely on it being right.
The duty doesn't end at formation. Dutch law requires a BV to keep its registered details current, and several of those details, the directors, the registered address, the share ownership behind the UBO data, change over a company's life. The mechanics differ sharply depending on what's changing: some updates are a simple form you submit, others require a notarial deed before they can even take effect. Getting that distinction right is the whole game. If you haven't yet formed, the non-EU founders guide covers the starting point; this guide picks up from the day after.
Notary or not: the dividing line
The single most useful thing to understand is which changes can be filed directly at the KVK and which can only happen through a Dutch civil-law notary (notaris). The rule of thumb: changes that touch the identity or constitution of the company, who owns the shares, what the articles say, need a notary; changes that are administrative facts about the company, its directors, its address, its contact details, are ordinary registry filings.
| Change | How it's made | Notary? |
|---|---|---|
| Appoint or remove a director | KVK registry filing (on a shareholder resolution) | No |
| Change the BV's registered address | KVK registry filing | No |
| Update contact details, trade name, activities (SBI code) | KVK registry filing | No |
| Transfer or issue shares | Notarial deed of transfer or issue | Yes |
| Amend the articles of association | Notarial deed of amendment | Yes |
| Update the UBO register | KVK UBO filing (within 7 days) | Usually no* |
*The UBO update itself is a registry filing, but the event behind it, a share transfer that moves someone across the 25% line, may have needed a notary first. The notary who passes the share deed will typically arrange the consequent UBO change as part of the same job.
Director changes
Appointing a new director, or removing one, is one of the more common post-formation changes, whether you're adding a co-founder as a statutory director, bringing in an external managing director, or stepping back yourself. The decision is taken by the general meeting of shareholders (a written shareholder resolution does the job for an owner-managed BV), and the appointment or removal is then registered at the KVK.
No notary is required for the registry filing itself. What matters is that the resolution is properly recorded and that the register reflects reality promptly, because the KVK entry is what third parties rely on to know who can bind the company. A director who has resigned but is still showing on the register can still appear to have authority, which is exactly the kind of loose end that causes disputes. For how directorship exposes you to liability once you hold the role, see the director-liability guide.
Registered-address changes
Your BV's registered address, the official address in the Handelsregister, is where the KVK, the Belastingdienst and the courts send formal correspondence. It's the same Dutch business address you arranged yourself before we began (see before you start). If it ever changes, whether you've moved or changed your address arrangement, updating it at the KVK is a straightforward registry filing with no notary involved.
A few things are worth doing alongside it rather than after the fact: update the Belastingdienst so your tax post follows you, tell your bank, and update anything that quotes the old address.
Share transfers
This is the change founders most often assume they can do online, and can't. Shares in a Dutch BV aren't transferred by a KVK form, a private agreement, or a board minute: a transfer of shares is only valid when executed by a notarial deed of transfer (akte van levering) before a Dutch civil-law notary. It's the same notarial requirement that governs incorporation, and it exists to make ownership of a BV legally certain.
That requirement applies whether you're selling shares to a buyer, bringing in an investor, or splitting the cap table between co-founders. Practically, the steps are:
- Agree the terms (price, who's buying, any blocking-clause or pre-emption rules in the articles).
- The notary drafts and passes the deed of transfer, verifying the parties and that the articles permit the transfer.
- The shareholder register is updated to reflect the new holding.
- The UBO register is updated if the transfer moves anyone above or below the 25% beneficial-ownership threshold, within the 7-day window.
Because a transfer often changes who the beneficial owner is, treat the share deed and the UBO update as one job, not two.
The 7-day UBO window
The UBO (Ultimate Beneficial Owner) register names the natural persons who hold more than 25% of your BV or otherwise control it. It's filed at incorporation, as part of the notary registering your BV, and then, critically, you have only 7 days to update it after any change in beneficial ownership or control. That window is much shorter than people expect, and it's easy to let it slip while attending to the deal itself.
The events that trigger a UBO update aren't limited to share sales. The common ones are:
- A new shareholder acquires more than 25% of the BV.
- An existing UBO's stake drops below 25%.
- A UBO changes their legal name, nationality, or country of residence.
- A pseudo-UBO (a registered director, in a structure that relies on the director fallback) changes.
Since a 22 November 2022 CJEU ruling, the register is no longer publicly searchable; access is restricted to competent authorities and AML-obliged parties, but the obligation to keep it accurate is unchanged. The simplest discipline is to treat every director change and every cap-table change as automatically triggering a UBO check, so the 7-day clock is never a surprise. For the full picture of what's held and who can see it, read the UBO register guide.
Changing the articles of association
Your BV's articles of association (statuten) are its constitution: they set the share classes, the rules for transferring shares, voting arrangements, and the company name. Amending them, for example to create a new share class, change the name, or adjust governance, is a notarial act. The notary drafts the deed of amendment, passes it, and the change is then registered.
A name change is the case founders raise most. Renaming the BV is an amendment to the articles, so it needs a notary rather than a KVK form, and the new name still has to clear the same availability rules as at formation. If a rename is on your mind, check the name first; the KVK name-check guide explains what the registry will and won't accept.
What these changes cost
Costs depend on whether the change is a registry filing or a notarial deed.
- A registry filing (a director change, an address change, contact or trade-name updates, a UBO update that doesn't need a deed) may carry a small KVK fee; check the current fee on kvk.nl.
- A notarial change (a share transfer, a share issue, an amendment to the articles) carries the notary's fee on top. The notary handling it quotes that fee before drafting anything.
We don't file these changes for you; our own service ends once your BV is formed and its VAT registration (and, if you take the add-on, its Article 23 application) is under way (see before you start). If you'd rather not handle a filing yourself, a Dutch accountant or company-administration adviser can usually do it on your behalf.
If you let the register go stale
The temptation, mid-fundraise or mid-move, is to deal with the registry "later". The reasons not to are concrete rather than theoretical:
- The KVK can block further filings if your data is out of date, which gums up unrelated, time-sensitive paperwork.
- Your bank can freeze or stall the account. A bank can't complete its own AML checks against wrong UBO data, so a stale register can quietly choke your banking, already one of the more sensitive parts of running a foreign-founded BV. See the business bank account guide on why the data has to be clean.
- Fines. Failure to keep the UBO register accurate can attract an administrative fine under the Wwft, and material false disclosure can carry criminal exposure.
- Authority confusion. A director shown on the register who's actually left can still appear able to bind the company, exactly the kind of ambiguity that turns into a dispute.
None of this is hard to avoid. Each individual change is small; the cost only appears when several are left to pile up.
This guide is general information, not tax or legal advice. Rules and rates change; check the current position and get advice on your own situation before acting.
FAQ
Appointing or removing a director is a KVK registry filing, not a notarial act. The shareholders' resolution that makes the decision is what carries the legal weight; the KVK filing just records it. You can file this yourself, or ask your accountant or company-administration adviser to do it.
Shares in a Dutch BV can only be transferred by a notarial deed of transfer, passed before a Dutch civil-law notary. It's the same rule that makes formation itself notarial. The notary updates the shareholder register and, where the transfer crosses the 25% line, the UBO register. A KVK form on its own can't move shares.
Within 7 days of the change in beneficial ownership or control. It's a short window, so it's worth treating every share transfer or director change as an automatic trigger to check the UBO register, rather than a separate task to remember later.
A straightforward KVK registry filing, such as a director or address change, may carry a small KVK fee; check the current fee on kvk.nl. A notarial change, such as a share transfer or an amendment to the articles, carries the notary's fee on top, and the notary handling it quotes that before drafting anything. We don't file these changes ourselves; an accountant or company-administration adviser can usually do it for you.
It causes real problems. The KVK can block further filings until the register is corrected, and your bank can't complete its own checks against incorrect UBO data, so a stale register can stall or freeze your account. Failing to keep the UBO register accurate can also attract an administrative fine under the Wwft.
Often the KVK passes core changes to the Belastingdienst automatically, but not always and not everything. A change of address or director can affect your tax correspondence and VAT records, so it's worth checking the tax side directly rather than assuming the registry update covers it.