List of terms

Association (‘vereniging’)
An association is a legal entity (see: Legal Entity) in which two or more persons join together for a common object, for example establishing a sports club. Associations may not be set up for the purpose of distributing profits amongst the members.  Dutch law distinguishes between associations with and without legal powers, which may be full or partial. An association with full legal powers can have the same rights and obligations as an adult citizen. In order to have full legal powers, an association’s constitution must be recorded in a notarial instrument. An association without full legal powers has limited rights, which means that it cannot, for example, acquire real property (see: Real Property) and that, in addition to the association itself, the members of its executive are personally liable for its debts.

Authentic instrument (‘authentieke akte’)
This is a signed and dated document drawn up by a publicly-appointed official, usually a notary, recording facts, acts, events or statements. Such an instrument serves as evidence of the matters it describes and has the same legal effect as a judgment rendered in a court of law.

Central Register of Wills (‘Centraal Testamenten Register’)
This is a register recording all wills drawn up in the Netherlands. It does not record the contents of the will itself, merely the fact that a person has drawn up a will. In this way, it is possible to establish whether a deceased has made a will and which notary is keeping it.

Civil partnership (‘maatschap’)
This is a form of collaboration between two or more persons (partners), each of whom contributes his or her labour, assets or property and who join together for a certain common object. The individual partners are not required to contribute equally to the partnership. Civil partnerships are often set up by professionals such as doctors and attorneys.

Commercial Register (‘Handelsregister’)
This is a public register kept by the Chamber of Commerce in which the particular of companies and other legal entities are entered. It also provides evidence of the person or persons authorised to sign on the company’s behalf.

Inheritance tax (‘successierechten’)
This is a tax that is levied on the assets received by a beneficiary from a deceased’s estate. The rate of tax payable depends on the degree of kinship and the value of the property inherited from the deceased’s estate.

Instrument of cancellation (‘royementsakte’)
A mortgage (see: Mortgage Instrument) is cancelled after the mortgage has been paid off entirely, after which the notary deletes or cancels the registration in the public registers (see: Land and Public Registry Agency). This is done by means of a notarial instrument (an instrument of cancellation). The mortgage lender must give its permission for this.

Instrument of conveyance (‘leveringsakte’)
The title to real property (see: Real Property) is transferred from the seller to the buyer when an authenticated copy of the notarial instrument of conveyance is registered at the Land and Public Registry Agency (see: Land and Public Registry Agency). The instrument of conveyance must be drafted by a notary and signed by the notary, seller and buyer. The contents of the instrument of conveyance must correspond with the contract of sale previously concluded by the parties. 

Investigation of title (‘titelrecherche’)
When real property is sold the notary checks the records of the property in the public registers (see: Public Registers) to establish how and when the seller acquired title to it (see: Real Property).

Junior notary (‘kandidaat-notaris’)
This is a law graduate who has specialised in notarial law and provides notarial services under the responsibility of a notary. Once a junior notary has complied with a number of conditions, including practical experience at a notary’s office, he or she is eligible to be appointed as a notary.

Land and Public Registers Agency (‘Kadaster’)
This is the public register kept by a government agency, the Land and Public Registers Agency, recording all real property (see: Real Property), and all property transactions, for example the owner of the property and the mortgages with which it is charged.

Legal entity (‘rechtspersoon’)
Like a natural person, a legal entity can have independent rights and obligations. It follows that if a person does business through a legal entity, only the legal entity can be held liable for debts arising from that business.

Limited partnership (‘commanditaire vennootschap’)
A limited partnership is a special kind of partnership (see: Partnerships), the main difference being the fact that a limited partnership has two kinds of partner: general and limited (or sleeping) partners. A general partner is jointly and severally liable for the firm’s debts, in the same way as a partner in an ordinary partnership, but this does not apply to limited partners.

Matrimonial property law (‘huwelijksvermogensrecht’)
These are the statutory provisions governing the financial consequences of a marriage. Under Dutch law, if the spouses-to-be do not enter into an ante-nuptial settlement, their marriage will create a general community of property. In other words, their respective assets will form a single community of property.

Mortgage instrument (‘hypotheekakte’)
The purchase of real property (see: Real Property) is often dependent on the ability of the buyer to obtain financing. Prospective buyers generally turn to a bank, insurance company or pension fund for this. A loan for real property is usually secured by a mortgage, which means that the property is given to the lender as collateral to ensure that it will recover the sum it has loaned. A mortgage is created in a notarial instrument known as a mortgage instrument.

Notary (‘notaris’)
A notary (or Latin notary) is a publicly-appointed official charged by law with drawing up authentic instruments (see: Authentic Instrument) and other duties such as winding up estates, presiding over auctions and legalising documents (i.e. issuing a seal of authenticity).

Notary-client privilege (‘verschoningsrecht’)
A notary has a duty to observe confidentiality. Like some other professionals, the notary also has a corresponding right in court: he may, for example, refuse to give evidence or refuse to answer certain questions about information that has come to his attention in his capacity of notary.

Partnership (‘vennootschap onder firma’)
A general partnership is a form of collaboration between two or more persons (i.e. partners) who jointly carry on a business and act as a firm. In other words, they do business under a joint name. This type of collaboration is arranged in a partnership contract between the founders.

Pledge instrument (‘pandakte’)
Under Dutch law a pledge is a limited right of security which may be created in respect of non-registered property in order to create a preferential right for the creditor concerned. The instrument of pledge may be executed before a notary.

Preventative supervision (‘preventief toezicht’)
These are the ‘policing’ duties carried out by the Ministry of Justice before public or private limited liability companies (see: Public Limited Liability Companies and Private Limited Liability Companies) are incorporated in order to establish whether any of the company’s decision-makers have a financially dubious past or a criminal record.

Private limited liability company (‘besloten vennootschap’ - BV)
A private limited liability company is a legal entity (see: ‘Legal Entity’) which is incorporated for a certain object. Its capital is divided into shares held by shareholders. The extent of each shareholder’s participation in the company corresponds to the proportion of shares held by him or her. A private limited liability company is a form of collaboration between shareholders and is characterised above all by its private nature. Such a company can only issue registered shares, which cannot be freely transferred, and may not issue share certificates.

Property taxes (‘zakelijke belastingen’)
These are taxes levied on property, for example by local government (see: Real Property). An example is municipal property tax (‘onroerende-zaakbelasting’), which is levied by the municipality where the property is located and must be paid by both the user and the owner of the relevant property.

Public limited liability company (‘naamloze vennootschap’ - N.V.)
A public limited liability company is the ideal legal form for a large company which requires a large amount of outside capital. In addition to registered shares, a public limited liability company can issue bearer shares, which can be bought and sold on the stock exchange. As shares in a public limited liability company are, in principle, freely transferable, they can be bought and sold at will.

Public registers (‘de openbare registers’)
In this brochure, any reference to public registers is a reference to the Land and Public Registry Agency (see: Land And Public Registry Agency).

Real property (‘onroerende zaak’)
This is land and anything permanently affixed to land such as buildings. Also known as immovable property, it contrasts with movable property.

Registered domestic partnership (‘geregistreerd partnerschap’)
Since 1 January 1998, Dutch law has allowed two persons of the same sex or different sexes the opportunity to have their relationship registered in the civil registers in the same way as a marriage. The provisions of matrimonial property law are applicable to registered partnerships. (See: Matrimonial property law).

Residence permit (‘woonvergunning’)
A person who buys real property in the Netherlands does not automatically acquire the right to live there, as some municipalities stipulate that a resident must have a residence permit if the property costs less than a certain sum.

Transfer tax (‘overdrachtsbelasting’)
Transfer tax, which is presently 6% and is usually payable by the buyer, is levied on the purchase price of a property (or on its value if this is higher - see: Real Property). The notary is responsible for remitting this tax to the tax authorities.

Usufruct (‘vruchtgebruik’)
This is the right to use someone else’s property and to enjoy its ‘fruits’, for example the interest or profits. Usufruct ends upon the death of the usufructuary, or earlier, if the parties have agreed on this.