Company Articles of Association Translation for the Netherlands

The BV/NV false-equivalence trap

The common capital companies in the Netherlands are the BV and the NV. They have functional similarities with Turkish limited and joint stock companies, yet their legal identities are not one and the same. The most critical trap in translation is to write a Turkish “Limited Şirket” name straight out as a BV and an “Anonim Şirket” as an NV; that asserts a kind of equivalence and can misrepresent what the company actually is. The correct approach is to carry the Turkish name across as it stands and, where necessary, to explain the company form in brackets. A trade name is an identity; it is not translated, it is kept in the form the source gives it.

The names of corporate bodies call for the same care. The general assembly and the management and audit bodies are rendered by their own functions, without being forced into the equivalents of Dutch company law. The rules on resolutions and meetings and the concepts of shares and capital that appear in the articles belong to the language of company law and travel with their established equivalents; the formulas of a two-party commercial contract do not fit here.

The KvK handelsregister and the registration link

Companies in the Netherlands are entered in the trade register (handelsregister) kept at the Chamber of Commerce (Kamer van Koophandel, KvK), and a company’s existence and its representatives are verified from that register. The Turkish company’s trade registry record and certificate of activity are usually filed alongside the statuten, and the name, capital and dates in those documents are expected to be consistent across the translation. Where something in the statuten contradicts the registry record, doubt arises as to how current the documents are. Because a Dutch BV’s articles are executed as a notarial deed (notariële akte), the recipient also expects the notarial and registration annotations on the Turkish document to be carried over in full; those annotations show which date the document reflects.

The objects clause matters particularly, since it defines the fields in which the company may do business, and certain transactions require that scope to cover particular activities. An approximate rendering of this section can raise the question of whether the company is authorised to carry out a given piece of business at all, which is why the objects are conveyed with exactly the scope written in the document.

Share capital and how shares are expressed

The amount of capital, the number of shares and their distribution make up the numerically most sensitive part of the articles; under Dutch law the distinction between issued (geplaatst) and paid-up (gestort) capital may appear separately in the document, and the translation preserves that distinction. One digit out of place misstates who holds how much. Amounts, currency and ratios are conveyed faithfully to the source document, and the currency is not converted into a Dutch equivalent but carried over as written. Preference shares and voting rights are likewise preserved with the scope in which they are defined.

Articles of association change over time; an increase in capital or a change of name or of objects is written into the text and registered. Since a document submitted abroad is expected to reflect the company as it now stands, it is settled at the outset whether the current consolidated full text is wanted rather than the original incorporation text.

• Do not turn the Turkish company name into a BV or an NV; carry the identity across in the form the source gives it.
• Preserve the distinction between issued and paid-up capital; reproduce the figures exactly.
• Confirm whether the current full text or the amendment resolutions are the ones being asked for.

Approval: apostille and Rbtv registration

Articles of association usually travel as a copy certified by a notary or by the trade registry, and on such copies the apostille is obtained from the relevant judicial justice commission. In the Netherlands the translator producing an official translation is expected to be entered in the sworn translator register (Rbtv), and the registration number appears on the declaration page. The Türkiye chain (sworn translator + notary + apostille) is also an option. Since the statuten usually travels in the same file as the signature circular and the certificate of activity, translating that whole set consistently as to name and capital is what keeps the document’s force intact. The Netherlands is a party to the Hague Apostille Convention; confirm the current position from the official HCCH list. You can run your corporate file through our single office in Ankara Kızılay, see the cost on our pricing page, and upload your document to request a quote. This page is for general information only and is not legal or financial advice; for company matters consult your accountant or your lawyer.