Merger, demerger, and conversion for notaries

Filing non-cross-border merger or demerger proposals

Do you want to file a non-cross-border merger proposal or a demerger proposal at KVK? For example, a merger between 2 or more companies in the Netherlands. You can send your filing to us electronically (only available to Dutch notary offices) or by post.

Please note: only civil-law notaries who are members of the Dutch association for notaries KNB can use the ORN portal (Online Registreren Notarissen, in Dutch) to file merge and demerger proposals.

How does KVK process the filing?

KVK processes your filing as swiftly as possible. Proposals received via the electronic filing system are accepted and processed in the same manner as proposals received by regular post. The date on which we receive the proposal is considered the filing date. If received on a Saturday or Sunday, the filing date is the next working day.

Non-cross-border merger or demerger deeds

Non-cross-border merger or demerger deeds cannot be sent via ORN. Send these documents, including the necessary forms, by post to KVK. When including the necessary forms, pay attention to changing officers, or legal entities that cease to exist because of the merger or demerger. Also, consider branches that must be registered under a different legal entity because of the merger or demerger.

Cross-border merger, demerger, or conversion proposals

As of 1 September 2023, the ‘Wet implementatie richtlijn grensoverschrijdende omzettingen, fusies en splitsingen’ comes into force. This relates to all cross-border proposals. Do you want to file a cross-border merger or a cross-border demerger proposal with KVK? You can file this electronically via ORN or by post. A cross-border conversion proposal can only be sent by post. With this, you can also enclose the notification and, if needed, the auditor’s report.

Please note: the merger/division proposal, with the notification and auditor’s report, must be uploaded as 1 single document when sent via ORN. Please include them in this order: proposal, articles of association, notification, auditors report, appendices.

The pre-attestation for a cross-border merger, demerger, or conversion

If it concerns a Dutch company that is leaving the Netherlands (outbound)

A pre-attestation for a cross-border merger, demerger, or conversion cannot be sent via ORN. This is a pre-merger statement. Send these documents to KVK by post.

The filed pre-attestation is then shared by KVK with the register in the relevant foreign country. The pre-attestation can be requested from the relevant foreign register by a competent authority in that country.

If it concerns a company that is or will be registered in the Netherlands (inbound)

The administrator of the register in the relevant country can send the pre-attestation of the cross-border merger, division, or conversion by post to KVK. Only a civil-law notary can request the pre-attestation from KVK. This request must be by telephone or by post.

The Dutch notary sends the pre-attestation of the cross-border merger by post to KVK. Sending this via ORN is not possible.

Deed of a cross-border merger, demerger, or conversion (final attestation)

If it concerns a Dutch company that is leaving the Netherlands (outbound)

The Dutch notary sends the deed of cross-border demerger by post to KVK. This must include all necessary forms. KVK reports the completion of the demerger to the administrator of the foreign register in the relevant country.

The administrator of the foreign register in the relevant country informs KVK that registration of the company has taken place. They use the the Business Registers Interconnection System (BRIS), if this is supported in that country. If notification via BRIS is not possible, the foreign register must send the notification by post. Based on this, KVK deregisters the company.

In the case of a cross-border merger or conversion, the foreign registry in the relevant country reports the establishment of the merger or conversion. They use the Business Registers Interconnection System (BRIS), if this is supported in that country. If notification via BRIS is not possible, the foreign registry must send the notification by post. Sending via ORN is not possible. Based on this, if applicable, KVK deregisters the company.

If it concerns a company that is or will be registered in the Netherlands (inbound)

The Dutch notary sends the deed of cross-border merger or conversion, together with the necessary forms, to KVK by post. Sending this via ORN is not possible. KVK reports the completion of the merger or the conversion to the administrator of the foreign register in the relevant country.

In the case of a cross-border demerger, it is reported by the demerging company or the competent authority in the relevant country. The foreign register of that country reports this to KVK via the Business Registers Interconnection System (BRIS), if it is supported by that country. If notification via BRIS is not possible, the foreign register must send this notification by post. Sending this via ORN is not possible. Based on the information received, KVK registers the company.