Download: Form 23 Registration European company (SE)

Please note: when you fill in this English form digitally, the corresponding field in the Dutch form is filled in automatically.

What is this form for?

A European company (SE) based in the Natherlands must be registered in the KVK Business Register. You can use form 23 to:

• register a new SE
• report the takeover of an existing company or branch and continuation of it as an SE

Help with filling in

Usually a civil-law notary registers an SE. If you want to do so yourself, ask for advice from a specialist.

Address

The following rules apply to addresses entered on form 23:

• The address must be listed in the Basic Registration of Addresses and Buildings (BAG).
• A residential address must also match the Personal Records Database (BRP) of the Dutch municipalities.

Use the BAG Viewer(in Dutch) to check whether the address of the company or legal person is correct in the BAG. This includes the street name, house number, addition (such as 24a or 24b), or designated use (such as retail premises). If something is incorrect, you can report the error on the BAG Viewer website.

The Business Register is linked to the Personal Records Database (BRP) of the Dutch municipalities. If your residential address is not listed in the BRP or is incorrect, you must first have it corrected by your municipality.

If the address in the BAG or BRP is not correct, KVK cannot enter the SE’s registration in the Business Register. Only send form 23 to KVK once the correct details are listed in the BAG and BRP.

Dates

The dates you enter on this form may also be in the future. KVK will ensure that they are visible in the Business Register from that moment on.

Appointment or send in by post?

Check whether you need to visit KVK or can send the documents by post. The following questions will help you settle this.

Has a civil-law notary signed this form?

If the civil-law notary signs and sends the documents to KVK, you do not need to do anything.

Does a director sign this form?

The person who signs form 23 must make an appointment to visit KVK.

Does the director who signs form 23 live abroad?

Then there are 3 possibilities:

• The director visits KVK.
• The director gives all documents to a director who must vist KVK to register with form 11 visit KVK.
• If no director has to visit KVK, you can send the documents by post.

How to make an appointment?

Make an appointment online. If more than one director or authorised representative needs to visit KVK, make an appointment together.

What is KVK’s postal address?

Find the right postal address.

Which documents do you need to bring or send?

Check which documents you need to send or bring to KVK. The questions below will help you with this.

What does the person who signs form 23 always need?

• A valid identity document.
• Form 23 for registering the SE.
• Form 11 for registering a director.
• The articles of association of the SE, authenticated by a civil-law notary.
• A bank or auditor's declaration.
• An agreement with the arrangements on employee involvement under Article 4 of Directive 2001/86/EC. Or a decision about this under Article 3 of the Directive. Or a statement that the time limit for negotiations has expired without an agreement under Article 5 of the Directive.

Are you registering an SE after transferring its headquarters to the Netherlands?

Then bring proof showing that the transfer has taken place according to the rules. Also bring proof that the SE may be registered in the Netherlands.

Are you registering an SE after a merger?

Then bring proof showing that the merger was carried out in accordance with the rules.

Are you registering a holding SE?

Then bring proof that the conditions of Articles 32 and 33 of Regulation No 2157/2001 have been met.

Is the issued capital not fully paid up?

Then you must notify KVK of the holders of the partly paid shares. To do so, use form 19.

Does the SE not use a director's home address as a visiting or mailing address?

Then KVK requires documentary evidence showing that the SE is allowed to use the specified visiting and postal address.

Is a director a partnership or legal entity from abroad?

If so, KVK also requires legalised proof of registration of the partnership or legal entity. For example, an extract from a foreign Chamber of Commerce. That extract must list the directors.

What should a director living abroad bring or send?

A director must bring a valid ID and a legalised proof of residential address abroad to the appointment. If the foreign director does not come to the appointment, KVK requires a legalised copy of a valid ID and a legalised proof of the residential address.

What is proof of a foreign residential address?

Proof of a foreign residential address abroad can be an original extract from the municipality's foreign population register. Or a legalised copy. A legalised copy from an official agency or bank showing the residential address can also be proof.

What is a legalised copy of a document?

A copy of a document is legalised by a stamp from, for example, a civil-law notary, consulate, embassy, or municipality.

What are the requirements for a foreign document?

The proof must not be older than 1 month. The document must be in Dutch, English, German, or French. If this is not the case, you must have the document translated. KVK will then need the translation and the original document.

Is a director an ultimate beneficial owner (UBO)?

If so, report this with form 30. You must report UBOs to KVK. If you do not declare UBOs, KVK cannot register the official. If you report a UBO for an official of a legal entity that is listed in the Business Register, you can do so online.

Does the SE have branch offices in the Netherlands?

If so, register each branch with commercial activities using form 9 and each branch without commercial activities with form 9a.

Do you want to register an authorised representative or authorised commercial agent for the SE in the Business Register?

Register that authorised representative (someone who may sign and act on behalf of the company) or authorised commercial agent using form 13.

Has the SE taken over a business or branch office?

Then the former owner of the business or branch must report this to KVK. For an eenmanszaak (sole proprietorship) or branch office, you can do this using form 14. For a VOF (general partnership), CV (limited partnership), or maatschap (professional partnership), use form 17. For a legal entity, use form 17a. KVK requires the original form, not a copy or scan.

Digital mail from KVK

Would you like to receive mail from KVK digitally? Then register with the Message Box for businesses, the secure email communication system for communication between governments and businesses. You need to have a KVK number to apply for a Message Box account.