Founding a Company

The current scope of the project is to incorporate a new Dutch corporation with the Chamber of Commerce (KvK), using a 'BV' as legal entity.

The corporation also referred to as company later, will have multiple directors and will get at least 10 employees. A Notary (KNB) is managing the screening and validation of the new corporations and its future directors and supporting the incorporation process. After the corporation is registered with the KvK, the registration with the Tax Office (Belastingdienst) needs to happen. The Tax Office will issue a TAX/RSIN number. Once the corporation is incorporated with the KvK, the directors open a bank account for the corporation.

The below organizational structure represents a common structure for a Dutch Legal Entity. Where each director of the operating company has it's own personal Holding Legal Entity. The current scope is to facilitate the structure as documented in the diagram below for incorporating a new Legal Entity.

Example interactions

1. Notary Verification & Incorporation Deed: Company representatives present statutes to a notary, who verifies stakeholder identities and statutes legality, then issues the Incorporation Deed Attestation, formalizing company establishment.

2. Chamber of Commerce Registration: The company submits incorporation documents to the Chamber of Commerce (KVK), which verifies and approves these documents, issuing a Chamber of Commerce Registration Attestation and formally registering the company.

3. Tax Registration: The company applies for tax identification and VAT registration with the Tax Authority (Belastingdienst), which verifies the company's legal status and tax eligibility to ensure national tax regulation compliance.

4. Bank Account Opening: The company approaches a bank to open a business account, necessary for financial transactions. The bank conducts KYC and AML checks to ensure financial regulation compliance before account creation.

See the Glossary for definitions of terms used in this document.

Attestation Types

Below an overview of attestations that are required during the founding of a private limited liability company in the Netherlands (“BV”). This list may not be exhaustive. The Architecture WG will not define the details of the data models (schemes) for each of these attestations. A generic json schema file is assumed for each of the attestation. The Company Passport Trust Framework Working Group task is to provide data models for the various attestations.

Deed of Incorporation

“Oprichtingsakte” in Dutch is a result of the incorporation process involving various steps. Such as contacting the notary, discussing preferences, drafting the deed, (digital) identification, (digitally) discussing the deed and finally, (digitally) signing the deed. The deed also includes the articles of association. They define the purpose of the company, the kind of business it will develop, the duties and responsibilities of its directors and the powers that lay in the hands of the company's shareholders. The notary also makes sure that the deed and its articles are registered at the Chamber of Commerce.

Chamber of Commerce Registration

"Uitreksel" in Dutch. Incorporation documents are provided to the Chamber of Commerce (KVK), which verifies and approves these documents, issuing a company registration attestation and formally registering the company. The attestation will include the Chamber of Commerce Number (KVK Nummer) and the RSIN. Not all Dutch legal entities get an RSIN, for example sole proprietorship (“eenmanszaak”).

The RSIN is an identification number for legal entities and partnerships issued by the Dutch Chamber of Commerce to a legal entity. The RSIN is automatically provided to the Dutch Tax Office who uses the RSIN to generate other identifiers.

Chamber of Commerce Authorized Director

In the current "Uitreksel" created by the Chamber of Commerce, Authorized Directors are listed directly. For the Company Passport, an authorized director for a legal entity can get an Authorized Director Attestation issued to their personal wallet. The Authorized Director Attestation will link to the Chamber of Commerce Number. Only full power of attorney Authorized Director Attestations are within the scope of the current Founding a Company use case. For the current phase only, the independent Authorized Director is in scope. For future use cases Partly and Shared Authorized Director Attestation based on the articles of association as drafted by the notary will be incorporated.

VAT ID

In Dutch “BTW ID”. The company applies for tax identification and VAT registration with the Tax Authority (Belastingdienst), which verifies the company's legal status and tax eligibility to ensure national tax regulation compliance.

Bank Account

The company approaches a bank to open a business account, necessary for financial transactions. The bank conducts KYC and AML checks to ensure financial regulation compliance before account creation. During this KYC and AML checks above mentioned (re-usable) attestations are requested acting as legitimate proof of checks already done by other trusted parties.

Detailed Flow

This section gives a more detailed overview of the flows that will be required for incorporating a new Legal Entity, based on the organizational structure as defined above.

The following is assumed as a starting point for these flows:

• Person A has a personal wallet with a PID.
• Operating Company does not exist yet
• Holding A, B & C already exist, but do not have organizational wallets or attestations yet.

Holding A Organizational Wallet initialization

This flow covers the following:

• Person A contracts an Organizational Wallet for Holding A from a Wallet Provider
• Person A requests a "Chamber of Commerce Registration" Attestation from the Chamber of Commerce from Holding A Organisataional Wallet

Incorporation of Operating Company

This flow covers the following:

• Person A contracts an Organizational Wallet for Operating Company from a Wallet Provider
• Incorporate Operating Company at the Notary and receive an "Incorporation Deed" Attestation from the Notary.
• Present the "Incorporation Deed" Attestation to the Chamber of Commerce and receive a "Chamber of Commerce Registration" Attestion from the Chamber of Commerce.

NOTE: the diagram is still a work in process and needs some details cleared up

Tax Registration for Operating Company at the Tax Office

This diagram will be added soon

Operating Company opens a bank account

This diagram will be added soon