Existing BV. Just the digital register, no incorporation.
Already have a BV? Then you don't need to incorporate again to use the Digital Notary register. We migrate your register from Excel to Nxchange.
Your BV has been around for a while. Maybe three years, maybe ten. The incorporation was done at a local notary at the time, and since then the shareholder register has been kept in an Excel file, a Word document, or in the bookkeeper's head. Every time there was a share transaction, you went back to the same notary, paid €600 to €1,200, and the paperwork piled up in a binder.
Now there comes a moment when this becomes painful. An investor asks for your shareholder register for due diligence. A lawyer discovers that the cap table and the official register aren't quite in sync. Or you finally want to roll out an option plan for your team and realise that every option grant brings notarial costs of hundreds of euros per person again.
For exactly this situation we have a switch-over process. Your BV stays exactly the same, with the same KvK number, the same articles of association (unless we update them at the same time), the same tax history. What changes: your register is migrated audit-proof to Nxchange and all future transactions run digitally for €199 each. You pay once for the migration, then monthly like any other BV.
Who this route is for.
- Existing BVs with an Excel or Word register that investors won't accept
- BVs preparing for due diligence or a round for the first time
- Entrepreneurs who want to move their shareholder administration to an audit-proof platform
- Family BVs with several shareholders that are now hard to manage
- BVs that want to roll out an option plan for employees soon
- Founders who find their current notary too slow for the pace of their business
What's included.
- Full migration of your current register to the digital shareholder register via Nxchange
- A one-off notarial act to formally record the new form of registration
- Reconstruction of any historical changes (in consultation with your accountant or lawyer)
- All future share transactions for €199 instead of €600 to €1,200 at a notary
- Full cap table with history in the platform, shareable for due diligence
- Every shareholder gets their own access to their own position
Step by step, what happens.
Every incorporation follows the same structure; only the order of the waiting differs per situation.
- Week 1
Intake and analysis
You send us your current register, articles of association, and any relevant notarial deeds of changes. We analyse the complexity: how many shareholders, how many historical transactions, whether the paper documentation is complete. Based on that you get a fixed price or a detailed quote.
- Week 1 to 2
Wwft for existing shareholders
All current shareholders must complete a new Wwft identification via Sumsub. This is legally required when moving to a new form of registration. It takes about 10 minutes per shareholder.
- Week 2
Reconstructing the cap table
We build your current cap table in the platform and, if your paper records allow it, the historical changes too (issues, transfers, option grants). Anything we can't reconstruct we mark as 'pre-migration starting position'.
- Week 2 or 3
Notarial act: new form of registration
A designated notary executes a deed recording the switch to the giro-based register. This is a one-off formal act by which Nxchange officially keeps the register instead of your Excel file.
- Week 3 to 4
Register live, access for everyone
Every shareholder gets a platform account and sees their own position. The old paper records are archived; from now on the Nxchange register is the source of truth.
- After that
Future changes go digital
Every new issue, transfer or option grant costs €199 per transaction. A round, an option grant or a founder leaving can be arranged within working days, not weeks.
Common mistakes in this situation.
No marketing. This is what we see founders run into every month.
- 01
Waiting too long to migrate
We see BVs that wait until the first investor calls before getting their register in order. At that point you have to force into ten days, in a panic, what normally takes four weeks. That often doesn't work without DD problems. Migrate before you need a round, not during one.
- 02
Not all history can be reconstructed
If you've made changes since 2015 without notarial recording ("we did agree on it"), we can't reconstruct that history as notarially watertight. We document what we find, but gaps in the paper chain remain gaps. An investor's lawyer may ask about them in DD. Being upfront is better than being found out.
- 03
Shareholders who won't cooperate
For the migration, every shareholder must complete Wwft identification. A shareholder who won't cooperate can block the process. For family BVs with passive shareholders this can be surprisingly difficult. Start the conversation early.
- 04
Not including the articles of association in the migration
Many BVs have outdated articles of association (before 2012 the minimum capital was €18,000, and some articles still refer to old rules). A migration is a good moment to modernise the articles too (€499). Otherwise you'll later run into restrictions on share transactions that wouldn't be a problem with modern articles.
- 05
Forgetting to notify the tax authorities
When switching to a giro-based register, additional notifications to the Dutch Tax Administration are sometimes needed (for example about shareholders' tax residence). We flag where relevant and help with the notification; your accountant files the actual return.
What it costs, honestly broken down.
Included and not included, side by side. We keep nothing out of view.
- Simple migrationfrom €7491 to 3 shareholders, no historical changes, clean paper records
- Average migration€1,500 to €3,000Up to 10 shareholders, some historical changes, partly reconstructable
- Complex migrationQuote on requestFamily BVs with decades of history, many shareholders, option plans, or incomplete documentation
- Modernising the articles (optional)€499A smart moment to update outdated articles of association to the modern flex-BV form
- Monthly after migration€24.99Identical to the Pro package
- Future share transaction€199 eachIssue, transfer, option grant, conversion
What if you did it differently?
Sometimes Digital Notary isn't the best route. Below are the alternatives we come across most often.
- Alt 01
Staying with your current notary
Works fine as long as you expect few transactions. Each transaction costs €600 to €1,200 and takes 2 to 4 weeks. For a BV with the occasional change (family wealth, stable co-founders) that's acceptable. For a growing startup with regular cap table movements it quickly becomes a brake on your pace.
- Alt 02
Waiting until the round comes
Some founders think: "we'll sort it out once there's a term sheet". The problem: there are typically 4 to 8 weeks between term sheet and closing. Of that, 3 to 4 weeks go to due diligence. An unexpected register migration in the middle of DD costs extra weeks and nerves you don't have. Migrate beforehand, in a quiet period.
- Alt 03
Setting up an entirely new BV and transferring assets
In theory you could set up a new BV with Digital Notary and transfer all the old BV's assets to it. In practice that's much more expensive and complex than migrating the register: a new incorporation, legal transfer of contracts, customer and staff transfer, possibly property transfer tax on real estate, tax consequences on transfers of value. Almost never the right route.
The package that fits.
No subscription to everything. Only what belongs to your situation.
- Package
Switch-over process (on request)
Tailored, from €749
We look at your current situation together and offer a tailored process. Simple cases (1 to 3 shareholders without historical changes) follow a fixed rate; more complex migrations get a quote.
View package
Questions that often come up here.
Answers in plain language, not legal jargon.
01Do I have to incorporate my BV again?
No. We only do the register migration and a one-off notarial act to record the new form of registration. Your BV stays exactly the same, with the same KvK number, the same articles of association (unless you want to update them too), the same tax history, the same contracts.
02How long does a switch-over take?
Depending on complexity, typically 2 to 4 weeks. Simple BVs (a few shareholders, clean records) can be done in 2 weeks. Complex family BVs with decades of history can take 6 to 8 weeks. The main variable: how quickly all shareholders cooperate with Wwft identification.
03What does it cost?
Simple migration (1 to 3 shareholders, clean records): from €749. Average cases: €1,500 to €3,000. Complex migrations: by quote. We always do a no-obligation intake before you commit: then you know exactly where you stand before giving any commitment.
04What if I no longer have my complete historical cap table?
Unfortunately that's more often the rule than the exception. We build up what we find as watertight as possible and explicitly mark what is 'pre-migration starting position' and what has been reconstructed from notarial deeds. For due diligence this is better than the Excel file: an investor's lawyer can see exactly where each position originates.
05Do all shareholders have to cooperate?
Yes. For the notarial switch to the new form of registration, every shareholder must identify themselves (via Sumsub, 10 minutes). A shareholder who refuses can block the entire process. For family BVs with passive shareholders this can be sensitive; start the conversation well in advance and be prepared for questions about why this is needed now.
06Do I keep my current notary?
Not for the migration itself: that's done by a notary affiliated with Digital Notary. But yes for future matters outside Digital Notary (for example estate planning, property deeds). Many founders keep their current notary for personal matters and use Digital Notary for the BV administration.
07What if I want to modernise my articles of association at the same time?
A good moment to do it. Articles of association from before 2012 often refer to the old minimum capital regime and lack provisions for modern shareholder mechanisms (drag-along, tag-along, ESOP pool). Modernising the articles costs €499 extra and is included in the same notarial act.
08What about the tax consequences of the switch?
The switch to a giro-based register has no direct tax consequences in itself for the BV or the shareholders. The BV remains the same legal entity for tax purposes, with the same losses carried forward, the same fiscal unity (if applicable), the same shareholder positions. There may be additional notifications to the Dutch Tax Administration; discuss with your accountant.
09What if I have a fiscal unity with a holding or subsidiary BV?
No problem. A fiscal unity is a tax arrangement, not something recorded in the shareholder register. We migrate both BVs separately (typically both registers to Nxchange). The fiscal unity stays intact as long as the shareholding ratio (95%+) remains unchanged.
10Can I go back to a paper register later?
In theory yes, but very unusual. The giro-based form gives a cleaner and more reliable register. We almost never see this request; for our clients it's a deliberate final destination, not a stopover.
Ready to start this process?
Twenty minutes to fill in your details.
We and our notary partners take it from there. No office visit, but a genuine notarial deed at the end of the road.