The first thing a foreign founder receives from a Dutch notary is rarely a draft of the deed. It is a list. Passports for every individual involved, certified extracts for every company above the new one, an ownership chart that runs up to natural persons, proof of address, marital status, an account of what the company will do and where its funding comes from. To someone incorporating abroad for the first time, this reads as bureaucracy, or distrust.
It is neither. Almost every item can be traced to a provision, and several of them carry a sanction that falls on the notary rather than on the client. Knowing where each request comes from explains why a notary who asks for less is not doing anyone a favour.
Two statutes on the same desk
The notary is performing two functions at once. The first is notarial: establishing who is standing in front of him and recording it in the deed. The second is supervisory: the Dutch anti money laundering statute, the Wet ter voorkoming van witwassen en financieren van terrorisme, treats him as a regulated institution and requires him to know his client, the people behind the client and the purpose of the transaction.
These are not two versions of the same exercise, and the law gears them together: article 4 of the Wwft lets the notary verify the identity of the client, and where applicable of the ultimate beneficial owner, later than the general rule allows, at the moment identification becomes required under article 39 of the Wet op het notarisambt. One appointment, two sets of obligations, and an answer that satisfies one does not always satisfy the other.
The identification the deed itself depends on
A Dutch BV comes into existence through a notarial deed. Article 175 of Book 2 of the Burgerlijk Wetboek requires it to be incorporated by one or more persons by notarial deed, signed by every founder and by everyone who subscribes for shares under it. There is no route to a BV that avoids the notary, and his file is the first file.
Article 39 of the Wet op het notarisambt sets the identification standard. Those appearing at the execution must be known to the notary, and anyone appearing for the first time is identified from a document specified in article 1 of the Wet op de identificatieplicht. Article 40 adds what the deed has to record: for natural persons appearing as a party, name, forenames, date and place of birth, domicile with address and marital status; for legal persons, legal form, name and domicile with address; and for anyone representing them, the same particulars apart from marital status, together with the basis of their authority.
The sanction is the part clients are not told, and it is narrower than it sounds. Failure to comply with article 39 costs the deed its authenticity and its standing as a notarial instrument, with one carve out: the second sentence of the first paragraph, the sentence about the identity document. What the sanction protects is that the persons appearing be known to the notary, not the paperwork used to get there. Not a fine, not a reprimand. The instrument that creates the company loses the quality that makes it worth having, and the defect belongs to the client for as long as the company exists.
What the law asks him to find out
The second layer begins with incorporation being named in the statute. Article 1a of the Wwft brings notaries, assigned notaries and candidate notaries within its scope when they independently advise or assist in, among other things, the formation or management of companies, legal persons or similar bodies, or the organization of the contribution needed for their formation.
Article 3 sets out what the client investigation has to achieve: identify the client and verify that identity; identify the ultimate beneficial owner and take reasonable measures to verify who that is; where the client is a legal person, take reasonable measures to understand its ownership and control structure; establish the purpose and intended nature of the business relationship and monitor it on a continuing basis, investigating the source of the funds where necessary; and establish whether the individual in front of him is authorized to act and whether the client acts on their own behalf or for someone else.
There is an asymmetry in that list. On the client, the law requires verification without qualification. On the beneficial owner, it requires identification and reasonable measures to verify, with the measures taken and the difficulties met recorded. That is an obligation of documented effort rather than of result, which is why a notary keeps asking after he has already been given an answer.
The extract and the register check
The provision that explains most of the friction with corporate clients is article 4 of the Wwft. When an institution enters into a new business relationship with a client that is a legal person, it must have proof of registration in the commercial register, and it must check whether the ultimate beneficial owners of that client are registered in accordance with article 15a of the Handelsregisterwet 2007.
Two obligations, both documentary. This is why a founder arriving with a parent company abroad is asked for an extract rather than a description, and why the notary asks who sits above the parent, and above that. He is checking a register entry against a structure, and cannot do that on a structure he has only been told about. The timing relief in that article covers only identity; the extract and the register check attach to the moment the relationship begins, which is why the file closes before the appointment rather than at it.
There is always an ultimate beneficial owner
Who qualifies is defined in article 3 of the Uitvoeringsbesluit Wwft 2018, in the text in force from 30 April 2026. For a BV or NV that is not an issuer subject to transparency requirements, nor a wholly owned subsidiary of one, the ultimate beneficial owners are the natural persons who ultimately own or control it through direct or indirect holding of more than 25 per cent of the shares, the voting rights or the ownership interest, or through other means. Failing that, where all possible means have been exhausted and there are no grounds for suspicion, senior management are taken to be the beneficial owners.
Two precisions get lost. The threshold is strictly more than 25 per cent, so a holding of exactly 25 per cent does not by itself make a shareholder a beneficial owner. And no Dutch company is without one, because where nobody crosses the threshold the regulation designates senior management instead. The client who says his company has no beneficial owner has not found an exception.
Founders who are not in the Netherlands
The standard of proof is fixed by statute rather than by the notary’s preference. Article 11 of the Wwft requires the identity of a natural person to be verified on documents, data or information from a reliable and independent source, and applies the same standard to a Dutch legal person seated in the Netherlands and to a foreign one established there. A foreign legal person not established there is verified on documents that are reliable and customary in international dealings and come from an independent source, or on documents legally recognized as a valid means of identification in its state of origin. That last category is where foreign founders lose patience: a document that is entirely ordinary at home may not meet a test written for cross border use.
Everything gathered then has to be kept: article 33 requires the documents and data used to be recorded in retrievable form, and for beneficial owners at least their identity and the material obtained in verifying it, held for five years after the relationship ends. The file is built to be produced later, to a supervisor.
The report he is obliged to make
The provision clients react to most strongly is article 10c. An institution reports to the Kamer van Koophandel every discrepancy it finds between what the commercial register says about a beneficial owner and what it knows about that person by other means. To make that report, notaries are expressly released from the duty of professional secrecy of article 22 of the Wet op het notarisambt, and advocates from the equivalent duty in article 11a of the Advocatenwet.
This is not market practice or caution. It is a statutory duty with professional secrecy lifted for the purpose, and its consequence should be said plainly to any client with an existing Dutch entity: if what is described in the meeting does not match the register, the mismatch does not stay in the room. It is the strongest argument there is for correcting a stale entry before the appointment rather than after it.
What the register publishes, and who reads it
Clients often assume that everything handed over becomes public. Part of it did once. In Joined Cases C-37/20 and C-601/20, decided by the Grand Chamber on 22 November 2022, the Court of Justice declared article 1(15)(c) of Directive (EU) 2018/843 invalid in so far as it gave any member of the general public access to beneficial ownership information. The Dutch register closed, and since 16 July 2025, when the act restricting access took effect under the decree published in Staatsblad 2025, 190, the regime has been tiered. Article 21 of the Handelsregisterwet 2007 lists what anyone may inspect, and the beneficial ownership data of article 15a is not on it, with the supporting documents expressly excluded.
Article 22a opens a limited set to Wwft and sanctions institutions, and only for a client investigation they are required to carry out: name, month and year of birth, state of residence, nationality, and the nature and extent of the interest. Under article 28 the Financial Intelligence Unit and the designated competent authorities see all of it, deposited documents included. Shielding under article 51b of the Handelsregisterbesluit 2008 narrows that set further for most institutions but not for banks or notaries, so the access levels the Kamer van Koophandel publishes do not all give the same answer. The third route, for persons with a demonstrable legitimate interest, depends on a general administrative order designating who may use it, and that order is not in force: the draft went to both chambers on 2 April 2026 and is still in the legislative process. Access is reopening by sector, with notaries, banks and trust offices among those able to apply for authorisation now.
Even for those with access, the size of a holding is published in bands rather than figures. Article 35b of the Handelsregisterbesluit 2008 sets three: more than 25 and up to 50 per cent, more than 50 and up to 75, more than 75 and up to 100. A shareholder with 30 per cent and one with 49 appear identically. That is usually the answer to the question the client is really asking.
The list that arrives before the deed is not a measure of how far the notary trusts anyone. It is the visible surface of an obligation that binds him, with the authenticity of the instrument on one side and a supervised reporting duty on the other. What the founder gets for answering in full is more than a company. It is a verifiable account of who owns what, held by an officer of the state and dated the day the company came into existence, and every counterparty who examines the group later starts from it.
This article is informational and does not constitute tax advice. Each engagement is subject to scope and applicable regulation.