Understanding Company Name Change in the Netherlands

Changing a company name in the Netherlands involves more than a branding decision—it’s a formal legal process governed by the Dutch Civil Code and the Trade Register Act. This article explains how legal, tax, and compliance professionals can manage a company name change smoothly while meeting every statutory and procedural requirement.

What defines a company’s legal name and what rules apply to a new one?

A company’s legal name (statutaire naam) is the name stated in its Articles of Association and registered in the Commercial Register (Handelsregister) at the Chamber of Commerce (KvK). It must appear on all official documents, contracts, and websites.

When choosing a new name, companies must ensure that it meets strict legal standards. The Trade Name Act (Handelsnaamwet) prohibits names that could cause confusion or mislead the public. Similarly, names that infringe existing Benelux or EU trademarks are not permitted.

Each company must include its correct legal-form suffix: a private limited company uses “B.V.”, and a public limited company uses “N.V.”. Certain terms, like bank or Royal, are restricted and can be used only with the proper licence or royal decree. Moreover, the Chamber of Commerce may refuse names that are offensive or contrary to public order.

How is the company name change approved?

Changing a company’s legal name constitutes an amendment to the Articles of Association. This requires a shareholders’ resolution passed in the general meeting and the execution of a notarial deed that reflects the updated articles. Once filed with the Chamber of Commerce, the new name becomes legally effective toward third parties.

The procedure is grounded in the Dutch Civil Code (Book 2), which sets out distinct provisions for B.V.s and N.V.s. The shareholders must approve the change under article 2:231 (B.V.) or 2:121 (N.V.), and the notarial deed must be executed under article 2:234 (B.V.) or 2:124 (N.V.).

Is name reservation required before filing?

Dutch law does not provide for name reservation. There is no mechanism to pre-book or secure a name before filing. The Chamber of Commerce only verifies whether the chosen name complies with legal requirements.

Although some businesses attempt to register a trade name as a placeholder, this offers no guaranteed protection. Under the Trade Name Act, rights to a trade name arise only through its actual use in commerce, not through registration alone. Therefore, the safest approach is to clear the desired name beforehand, adopt it through the proper corporate resolution, and file it promptly.

What is the process and what documents are needed?

A name change in the Netherlands unfolds through several defined steps. First, the shareholders adopt a resolution to amend the articles. Then, a civil-law notary records this resolution in a notarial deed, which contains the revised text of the Articles of Association.

After execution, the notary or directors must file a certified copy of the deed and a consolidated version of the articles with the Chamber of Commerce. This filing must occur within one week after the deed’s execution. The Chamber of Commerce may reject the filing if the new name breaches the law or public order.

Key documents include:

• Shareholders’ resolution approving the amendment
• Notarial deed of amendment and the updated Articles of Association
• Certified consolidated text of the articles
• KvK Form 15 or its electronic equivalent

Once registered, the company must update all external communications—contracts, invoices, and websites—to reflect the new name.

Can the process be conducted electronically or in writing?

The shareholders’ decision to amend the Articles of Association may be taken in several ways. Traditionally, companies hold a physical or hybrid general meeting where shareholders vote on the amendment. However, if the Articles permit, shareholders can participate and vote electronically.

A company with unanimous consent may also use a written resolution without holding a meeting. For companies with a single shareholder, the resolution can simply be recorded in writing. Regardless of the method chosen, the decision must always be laid down in a notarial deed, after which the filing follows.

Who can sign and what are the requirements?

The civil-law notary executes the notarial deed in the presence of authorised representatives. Each director may sign individually unless the Articles require joint signatures. The board may also delegate signing authority through a written power of attorney (volmacht).

The deed must be executed in wet ink or with a qualified electronic signature if processed as a fully digital notarial deed. The notary retains the original, while an authentic copy and a consolidated text of the articles are filed with the Chamber of Commerce.

No apostille or legalisation is needed for domestic use. However, if the document must be used abroad, the Hague Apostille Convention or embassy legalisation applies depending on the destination country.

How long does the name change process take?

The timeline depends on how quickly the shareholders reach their decision. A unanimous written resolution can be finalised within a few days. For meetings, the notice period is at least eight days for a B.V. and 15 to 42 days for an N.V., depending on whether the company is listed.

After the meeting, the notary usually completes the deed within one to three working days. Once filed, the Chamber of Commerce updates the Commercial Register within one to two working days, making the change visible and effective for third parties.

When does the name change become legally effective?

Internally, the change takes effect on the date of the notarial deed. Externally, it becomes enforceable once the deed and amended Articles of Association are registered with the Chamber of Commerce. This dual timing ensures that third parties can rely on the register for accurate information.

Under EU Directive 2017/1132, companies cannot invoke amendments against third parties until disclosure has occurred. Therefore, the registration marks the legal turning point—after which the company must use the new name on all documents and correspondence.

Are any additional approvals required?

No other authority must approve the name change. The Chamber of Commerce checks compliance with applicable laws and may refuse names that are misleading, inconsistent, or incomplete. However, specific terms like “bank” or “university” remain restricted under sectoral regulations, and royal titles require a Royal Decree.

What’s next?

Managing a company name change in the Netherlands requires detailed coordination between shareholders, directors, and notaries. For more insights into corporate procedures in other jurisdictions, explore our article on Officer Change in Belgium.

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